Common use of Voting Restrictions Clause in Contracts

Voting Restrictions. (a) So long as the Fund owns any Royalty Shares, with respect to all actions to be taken by Interneuron or its stockholders (whether by proxy or consent) on which holders of Common Stock have the right, by statute or otherwise, to vote, whether as a separate class or together with other classes of Interneuron capital stock (a "Stockholder Action"), the Fund hereby agrees and hereby irrevocably (i) makes, constitutes and appoints the Trustee (the "Fund Voting Designee") to act as the Fund's true and lawful proxy and attorney-in-fact in the name and on behalf of the Fund, with full power to appoint a substitute or substitutes with respect to any Royalty Shares owned by the Fund, and (ii) directs the Fund Voting Designee to vote the Royalty Shares owned by it, at the time and from time to time, with respect to all Stockholder Actions, in the place and stead of the Fund, in the same manner and proportion as the holders of outstanding shares of Common Stock, other than the Fund, and other securities of Interneuron entitled to vote on a Stockholder Action, voting as one class ("Voting Securities") and represented in person or by proxy, vote their shares in connection with a Stockholder Action. For example, if a particular Stockholder Action receives the affirmative vote of holders of sixty percent (60%) of the Voting Securities represented in person or by proxy, then sixty percent (60%) of the Royalty Shares shall be voted in favor of the Stockholder Action. By giving this proxy the Fund hereby revokes any other proxy granted by the Fund to vote any of the Royalty Shares owned by it. The proxy granted herein shall expire when all of the Royalty Shares owned by the Fund have been sold. (b) All power and authority hereby conferred is coupled with an interest and is irrevocable, shall not be terminated by any act of the Fund or by operation of law, by lack of appropriate power or authority, or by the occurrence of any other event or events and shall be binding upon all beneficiaries, heirs at law, legatees, distributees, successors, assigns and legal representatives of the Fund. If after the execution of this Royalty Agreement the Fund shall cease to have appropriate power or authority, or if any other such event or events shall occur, the Fund Voting Designee is nevertheless authorized and directed to vote any Royalty Shares owned by the Fund in accordance with the terms of this Royalty Agreement as if such lack of appropriate power or authority or other event or events had not occurred and regardless of notice thereof. (c) The Fund shall perform such further acts and execute such further documents as may be required to vest in the Fund Voting Designee the sole power to vote any Royalty Shares owned by the Fund as required herein. (d) Notwithstanding the terms and conditions set forth in this SECTION 5.4, the Fund shall not, by virtue hereof, be entitled to any voting or other rights as a stockholder of Interneuron unless and until such time, if ever, as Interneuron shall issue Royalty Shares to the Fund.

Voting Restrictions. (a) So long In connection with the Company’s annual meeting of stockholders to be held during the calendar years ending December 31, 2008, 2009 and 2010, the Stockholders shall vote all of their Stockholder Shares (to the extent such Stockholder Shares have voting rights) in favor of the nominees for director designated by the Board, or any committee thereof, not in violation of this Article II. Further, on votes relating to all other matters, except as set forth in Section 2.3(b) below, and at all times that the Fund owns any Royalty SharesStockholder Shares that have voting rights collectively represent more than 35% of the outstanding Company Common Stock (the “ Threshold Percentage ”), but in no event for longer than the expiration of the Standstill Period (as defined as Article IV), all Stockholder Shares (to the extent such Stockholder Shares have voting rights) in excess of the Threshold Percentage (the “ Excess Threshold Shares ”) shall either be voted (i) as recommended by a majority of the Board of Directors, or (ii) in proportion to the votes cast with respect to all actions to be taken by Interneuron or its stockholders (whether by proxy or consent) on which holders the shares of Company Common Stock have not owned by the right, Stockholders. Each Stockholder shall vote the number of Excess Threshold Shares held by statute or otherwise, to vote, whether as such Stockholder in the manner set forth in the preceding sentence. The number of Excess Threshold Shares held by a separate class or together with other classes Stockholder shall equal the multiple of Interneuron capital stock (a "Stockholder Action"), the Fund hereby agrees and hereby irrevocably (i) makes, constitutes and appoints the Trustee (the "Fund Voting Designee") to act as the Fund's true and lawful proxy and attorney-in-fact in the name and on behalf of the Fund, with full power to appoint a substitute or substitutes with respect to any Royalty Shares owned by the Fundtotal Excess Threshold Shares, and (ii) directs the Fund Voting Designee to vote the Royalty Shares owned quotient determined by it, at the time and from time to time, with respect to all Stockholder Actions, in the place and stead of the Fund, in the same manner and proportion as the holders of outstanding shares of Common Stock, other than the Fund, and other securities of Interneuron entitled to vote on a Stockholder Action, voting as one class dividing ("Voting Securities"x) and represented in person or by proxy, vote their shares in connection with a Stockholder Action. For example, if a particular Stockholder Action receives the affirmative vote of holders of sixty percent (60%) of the Voting Securities represented in person or by proxy, then sixty percent (60%) of the Royalty Shares shall be voted in favor of the Stockholder Action. By giving this proxy Shares held by such Stockholder, by (y) the Fund hereby revokes any other proxy granted by the Fund to vote any total number of the Royalty Shares owned by it. The proxy granted herein shall expire when all of the Royalty Shares owned by the Fund have been soldStockholder Shares. (b) All power and authority hereby conferred is coupled Notwithstanding Section 2.3(a), the Stockholders may, in connection with an interest and is irrevocable, shall not be terminated by any act required vote of the Fund Company’s stockholders, vote all of their Stockholder Shares at their discretion with respect to (i) any amendments to the Company’s Certificate of Incorporation or by operation Bylaws, (ii) any recapitalization, restructuring or similar transaction or series of lawtransactions involving the Company, by lack of appropriate power (iii) any dissolution or authoritycomplete or partial liquidation, or by similar arrangement, of the occurrence Company, (iv) any merger, consolidation or other business combination of the Company, (v) any issuance of any shares of Company Common Stock, or (vi) any sale, lease, transfer, conveyance or other event disposition (other than by way of merger or events and shall be binding upon consolidation), in one or a series of related transactions, of all beneficiaries, heirs at law, legatees, distributees, successors, assigns and legal representatives or substantially all of the Fund. If after assets of the execution Company to any Person, which, in the case of this Royalty Agreement clause (ii), (iv) or (v), results in any one Person or Group of Persons becoming the Fund shall cease to have appropriate power beneficial owner, directly or authorityindirectly, of more than 50% of the outstanding Company Common Stock or, in the case of clause (i) either results in any one Person or if Group of Persons becoming the beneficial owner, directly or indirectly, of more than 50% of the outstanding Company Common Stock or, in any way, affects the Stockholders adversely in a substantive manner different from the other such event or events shall occur, the Fund Voting Designee is nevertheless authorized and directed to vote any Royalty Shares owned by the Fund in accordance with the terms holders of this Royalty Agreement as if such lack of appropriate power or authority or other event or events had not occurred and regardless of notice thereofCompany Common Stock. (c) The Fund Each Stockholder hereby agrees that it shall perform not vote any Stockholder Shares held by such further acts and execute such further documents Stockholder in connection with any Conversion Approval Proposal (as may be required to vest defined in the Fund Voting Designee the sole power to vote any Royalty Shares owned by the Fund as required hereinMerger Agreement). (d) Notwithstanding the terms and conditions set forth in this SECTION 5.4, the Fund shall not, by virtue hereof, be entitled to any voting or other rights as a stockholder of Interneuron unless and until such time, if ever, as Interneuron shall issue Royalty Shares to the Fund.

Voting Restrictions. On all matters (aincluding, without limitation, the election of directors), other than Fundamental Matters (as defined below), a Dominant Shareholder (as defined below) So long as shall not be entitled independently to vote, or consent with respect to, in excess of 46.55% of the Fund owns voting power of the outstanding voting stock of the corporation, and all other shares of the voting stock held by a Dominant Shareholder shall be voted, or consented with respect to, in proportion to the way in which the other shareholders of the corporation who are not affiliated with a Dominant Shareholder vote or consent their respective shares of the voting stock. In addition, a Dominant Shareholder shall not be permitted to use its voting power in the corporation to initiate a Fundamental Matter, or otherwise seek or propose to amend the governing documents of the corporation or any Royalty Sharesof its subsidiaries, or the operating agreement of ATC Holdco LLC, to provide voting or consent rights with respect to all actions to a matter that does not, as of November 4, 2015, require a vote or consent of the shareholders of the corporation, or require a vote or consent of the members of ATC Holdco LLC, as applicable. Notwithstanding the foregoing, the voting limitation on a Dominant Shareholder set forth in the paragraph above shall not operate or be taken by Interneuron applied in a manner that would provide another shareholder (or its stockholders (whether by proxy affiliated group of shareholders) of the corporation with voting power in excess of the voting power of a Dominant Shareholder. To the extent that the limitation set forth in the preceding sentence shall apply, the shares that would have been voted in excess of such voting power shall be voted, or consent) on which holders of Common Stock have the rightconsented with respect to, by statute or otherwise, such Dominant Shareholder in proportion to the way in which the other shareholders of the corporation vote, whether as a separate class or together consent with respect to, their respective shares of voting stock. For the avoidance of doubt (1) all shares shall be voted and (2) the reference to “other classes shareholders of Interneuron capital stock (a "Stockholder Action"), the Fund hereby agrees and hereby irrevocably corporation” in the preceding sentence shall exclude (i) makes, constitutes and appoints any shareholders affiliated with the Trustee (the "Fund Voting Designee") to act as the Fund's true and lawful proxy and attorney-in-fact in the name and on behalf of the Fund, with full power to appoint a substitute or substitutes with respect to any Royalty Shares owned by the Fund, Dominant Shareholder and (ii) directs any shareholder (or affiliated group of shareholders) that has or would have voting power in excess of the Fund Voting Designee voting power of a Dominant Shareholder. For purposes of this paragraph, the voting power of a shareholder shall include any shares voted or consented (or to vote the Royalty Shares owned be voted or consented) by it, at the time and from time to time, with respect to all Stockholder Actions, a Dominant Shareholder in the place and stead of the Fund, way in the same manner and proportion as the holders of outstanding shares of Common Stock, other than the Fund, and other securities of Interneuron entitled to vote on a Stockholder Action, voting as one class ("Voting Securities") and represented in person or by proxy, vote their shares in connection with a Stockholder Action. For example, if a particular Stockholder Action receives the affirmative vote of holders of sixty percent (60%) of the Voting Securities represented in person or by proxy, then sixty percent (60%) of the Royalty Shares shall be voted in favor of the Stockholder Action. By giving this proxy the Fund hereby revokes any other proxy granted by the Fund to vote any of the Royalty Shares owned by it. The proxy granted herein shall expire when all of the Royalty Shares owned by the Fund have been soldwhich such shareholder votes. (b) All power and authority hereby conferred is coupled with an interest and is irrevocable, shall not be terminated by any act of the Fund or by operation of law, by lack of appropriate power or authority, or by the occurrence of any other event or events and shall be binding upon all beneficiaries, heirs at law, legatees, distributees, successors, assigns and legal representatives of the Fund. If after the execution of this Royalty Agreement the Fund shall cease to have appropriate power or authority, or if any other such event or events shall occur, the Fund Voting Designee is nevertheless authorized and directed to vote any Royalty Shares owned by the Fund in accordance with the terms of this Royalty Agreement as if such lack of appropriate power or authority or other event or events had not occurred and regardless of notice thereof. (c) The Fund shall perform such further acts and execute such further documents as may be required to vest in the Fund Voting Designee the sole power to vote any Royalty Shares owned by the Fund as required herein. (d) Notwithstanding the terms and conditions set forth in this SECTION 5.4, the Fund shall not, by virtue hereof, be entitled to any voting or other rights as a stockholder of Interneuron unless and until such time, if ever, as Interneuron shall issue Royalty Shares to the Fund.