definiens: ( as defined in the Stock Purchase Agreement ) ; NOW, THEREFORE, in order to satisfy such condition, and in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Stockholders and Pall agree as follows : 1 . Representation on Board of Directors 1.1 Each Stockholder agrees that, effective as of the IPO Closing, and for so long thereafter as this Agreement remains in effect, it will vote all shares of voting stock of the Company held of record by it ( and all other such shares the voting of which is within its sole control, or within the shared control of Stockholders only ), and otherwise use all reasonable efforts, to elect and maintain in office as a director of the Company one person who is nominated by Pall from time to time and who is a Qualified Director . Such nomination shall be made by Pall in accordance with the terms of subsection 4(a)(i ) of the Stock Purchase Agreement . For purposes of this Agreement, voting stock shall mean the Common Stock and any other class of equity securities of the Company the holders of which have the right to vote together with holders, . . ',, : ' .of Common ' Stock ' in, the ~lection ' · of ' directors~·~A ' QUalified ' Director shail be a persori ' ( A ) -who,:~ ; ', ·, ~:'.<.I ', :, ~~ ..