shareholder agreements, buy/sell agreements and voting trusts

8.3 Deliveries at Closing. At the closing of the purchase of any Shares to be made by thePurchasers pursuant to any of the provisions of this Agreement, the selling Shareholder and thePurchasers are obligated to execute and deliver the following instruments, certificates and agreements atthe closing:(a) The Purchasers deliver to the selling Shareholder the amount of cash and thepromissory note required to be delivered pursuant to the Aggressive Payment Terms or theConservative Payment Terms, whichever is applicable, and an originally executed Stock Pledgeand Purchase Money Security Agreement in the form of Exhibit 8.3 attached hereto together withcertificates evidencing all of the Shares being redeemed with blank stock powers to be held ascollateral security by the selling Shareholder for repayment of the promissory note delivered bythe Purchasers to the selling Shareholder.(b)following:(i)(ii)The selling Shareholder will deliver to the Purchasers at the closing theThe certificates representing the Shares being purchased by the Purchasersendorsed for transfer to the Purchasers, free of all liens, claims andencumbrances.Other instruments of assignment, certificates of authority, tax releases, consentsto transfer and instruments in evidence of title in compliance with this Agreementas may be reasonably required by the Purchasers.ARTICLE 9.VOTING AGREEMENT9.1 Proxies. Any proxies granted by the Shareholders to vote their Shares are subject to theprovisions of this Article 9.9.2 Nomination and Election of Directors. At each annual meeting of the Shareholders orany special meeting called for the purpose of electing directors of the Company or at any other time ortimes as they may agree, (i) the Founder Shareholders (as a group) and (ii) the Venture CapitalShareholders (as a group) each have the right to nominate three members of the Board (but only so longas at least one member of such group is a holder of Common Stock), and the Employee Shareholders (as agroup) (for purposes of this Article 9, collectively with the Founder Shareholders and the Venture CapitalShareholders, the “Designating Shareholders”) have the right to nominate one member of the Board (butonly so long as at least one Employee Shareholder is a holder of Common Stock), and each Shareholder isrequired to vote all of his respective Shares in favor of the election of all of the individuals so nominatedby the Designating Shareholders. The Board may have up to two additional “outside” directors who arenot affiliated with the Company or any of the Shareholders and who are nominated by the Board.9.3 Removal of Directors. No Shareholder may vote his Shares in favor of the removal of adirector nominated by any Designating Shareholder; provided, however, that upon the request of aDesignating Shareholder to remove a director nominated by the requesting Designating Shareholder, eachShareholder must vote all of his Shares in favor of the removal of that director.9.4 Vacancies in the Board. If any vacancy occurs in the Board because of the death,disability, resignation, retirement or removal of a director nominated and elected in accordance with thisArticle 9, the Designating Shareholder who nominated the individual creating the vacancy or, if thevacancy occurs because the Designating Shareholder having the right to nominate a director failed to doA-21Shareholder Agreements