Common use of Agreement to Vote Clause in Contracts

Agreement to Vote. Subject to the terms of this Agreement, the Stockholders hereby irrevocably and unconditionally agree that, during the time this Agreement is in effect, at every annual or special meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b), however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b), the Stockholders shall, in each case to the fullest extent that the Subject Shares are entitled to vote thereon:

Agreement to Vote. Subject to The Stockholder hereby agrees that during the terms term of this Agreement, the Stockholders hereby irrevocably and unconditionally agree that, during the time this Agreement is (as described in effectSection 5.2), at every annual or special the Special Meeting and at any other meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b)Company, however called, including any adjournment adjournment, recess or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b)Company, the Stockholders it shall, in each case to the fullest extent that the Subject Covered Shares are entitled to vote thereonthereon or consent thereto:

Agreement to Vote. Subject to the terms of this Agreement, the Stockholders (a) The Stockholder hereby irrevocably and unconditionally agree that, agrees that during the time this Agreement is in effectTerm, at every annual or special the Company Stockholders Meeting and at any other meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b), the Stockholders such Stockholder shall, in each case to the fullest extent that the Subject Covered Shares of such Stockholder are entitled to vote thereonthereon or consent thereto:

Agreement to Vote. Subject to (a) The Stockholder hereby irrevocably and unconditionally agrees that during the terms term of this Agreement, at the Stockholders hereby irrevocably Company Meeting and unconditionally agree that, during the time this Agreement is in effect, at every annual or special any other meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b), the Stockholders such Stockholder shall, in each case to the fullest extent that the Subject Covered Shares of such Stockholder are entitled to vote thereonthereon or consent thereto:

Agreement to Vote. Subject to Each Stockholder hereby agrees that during the terms term of this Agreement, the Stockholders hereby irrevocably and unconditionally agree that, during the time this Agreement is (as described in effectSection 5.2), at every annual or special the Company Stockholders Meeting and at any other meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b)Company, however called, including any adjournment adjournment, recess or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b)Company, the Stockholders it shall, in each case to the fullest extent that the Subject Covered Shares are entitled to vote thereonthereon or consent thereto:

Agreement to Vote. Subject to The Stockholder hereby irrevocably and unconditionally agrees that during the terms term of this Agreement, at the Stockholders hereby irrevocably Company Stockholders’ Meeting and unconditionally agree that, during the time this Agreement is in effect, at every annual or special any other meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b)Company, the Stockholders Stockholder shall, in each case to the fullest extent that such matters are submitted for the Subject vote or written consent of the Stockholder and that the Covered Shares are entitled to vote thereonthereon or consent thereto:

Agreement to Vote. Subject to The Stockholder hereby irrevocably and unconditionally agrees that during the terms term of this Agreement, at the Stockholders hereby irrevocably Meeting and unconditionally agree that, during the time this Agreement is in effect, at every annual or special any other meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b)Company, the Stockholders Stockholder shall, in each case to the fullest extent that the Subject Covered Shares are entitled to vote thereonthereon or consent thereto:

Agreement to Vote. (a) Subject to Section 2.1(b), the terms Stockholder hereby irrevocably and unconditionally agrees that during the term of this Agreement, at the Stockholders hereby irrevocably meeting of the Company’s stockholders to be held in connection with the Merger and unconditionally agree that, during the time this Agreement is in effect, at every annual or special any other meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b)Company, the Stockholders Stockholder shall, in each case to the fullest extent that the Subject Covered Shares are entitled to vote thereonthereon or consent thereto:

Agreement to Vote. (a) Subject to paragraph (b) below, the terms Stockholder hereby irrevocably and unconditionally agrees that during the term of this Agreement, at the Stockholders hereby irrevocably Company Stockholders’ Meeting and unconditionally agree that, during the time this Agreement is in effect, at every annual or special any other meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b)Company, the Stockholders Stockholder shall, in each case to the fullest extent that the Subject Covered Shares are entitled to vote thereonthereon or consent thereto:

Agreement to Vote. Subject to (a) Each Stockholder (severally and not jointly) hereby irrevocably and unconditionally agrees that during the terms term of this Agreement, at the Stockholders hereby irrevocably Stockholder Meeting and unconditionally agree that, during the time this Agreement is in effect, at every annual or special any other meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b)Company, the Stockholders such Stockholder shall, in each case to the fullest extent that the Subject Covered Shares of such Stockholder are entitled to vote thereonthereon or consent thereto:

Agreement to Vote. Subject to Each Stockholder hereby irrevocably and unconditionally agrees that during the terms term of this Agreement, at the Stockholders hereby irrevocably Company Shareholders Meeting and unconditionally agree that, during the time this Agreement is in effect, at every annual or special any other meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b)Company, the Stockholders such Stockholder shall, in each case to the fullest extent that the Subject Covered Shares are entitled to vote thereonthereon or consent thereto and then only to the extent that: such Covered Shares are not purchased in the Offer:

Agreement to Vote. Subject to Stockholder hereby agrees that during the terms term of this Agreement, at the Stockholders hereby irrevocably and unconditionally agree that, during the time this Agreement is in effect, at every annual Company Stockholder Meeting or special any other meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b)Company, however called, including any adjournment or postponement thereof, and or in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b)Company, the Stockholders Stockholder shall, in each case to the fullest extent that the Subject Stockholder's Covered Shares are entitled to vote thereonthereon or consent thereto:

Agreement to Vote. Subject to (a) Each Stockholder (severally and not jointly) hereby irrevocably and unconditionally agrees that during the terms term of this Agreement, at the Stockholders hereby irrevocably Company Stockholders’ Meeting and unconditionally agree that, during the time this Agreement is in effect, at every annual or special any other meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b)Company, the Stockholders such Stockholder shall, in each case to the fullest extent that the Subject Covered Shares of such Stockholder are entitled to vote thereonthereon or consent thereto:

Agreement to Vote. Subject to Each Stockholder hereby irrevocably and unconditionally agrees that during the terms term of this Agreement, at the Company Stockholders hereby irrevocably Meeting and unconditionally agree that, during the time this Agreement is in effect, at every annual or special any other meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b)Company, the Stockholders such Stockholder shall, in each case to the fullest extent that the Subject such Stockholder’s Covered Shares are entitled to vote thereonthereon or consent thereto:

Agreement to Vote. Subject to the terms of this Agreement, the Stockholders Stockholder hereby irrevocably and unconditionally agree agrees that, during the time this Agreement is in effect, at every any annual or special meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b)Company, the Stockholders Stockholder shall, in each case to the fullest extent that the Stockholder and the Stockholder’s Subject Shares are entitled to vote thereon:vote

Agreement to Vote. Subject to (a) Each Stockholder (severally and not jointly) hereby irrevocably and unconditionally agrees that during the terms term of this Agreement, at the Stockholders hereby irrevocably Company Stockholder Meeting and unconditionally agree that, during the time this Agreement is in effect, at every annual or special any other meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b)Company, the Stockholders such Stockholder shall, in each case to the fullest extent that the Subject Covered Shares of such Stockholder are entitled to vote thereonthereon or consent thereto:

Agreement to Vote. Subject to Each Stockholder hereby agrees that during the terms term of this Agreement, at the Stockholders hereby irrevocably and unconditionally agree that, during the time this Agreement is in effect, at every annual Company Stockholder Meeting or special any other meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b)Company, however called, including any adjournment or postponement thereof, and or in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b)Company, the Stockholders such Stockholder shall, in each case to the fullest extent that the Subject such Stockholder's Covered Shares are entitled to vote thereonthereon or consent thereto:

Agreement to Vote. Subject to (a) During the terms of this AgreementTerm (as defined herein), each Stockholder hereby agrees that at the Company Stockholders hereby irrevocably Meeting and unconditionally agree that, during the time this Agreement is in effect, at every annual or special any other meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b)Company, the Stockholders such Stockholder shall, in each case to the fullest extent that the Subject Covered Company Shares are entitled to vote thereon:thereon or consent thereto and subject to Section 2.1(b):

Agreement to Vote. Subject to (a) During the terms of this AgreementTerm (as defined herein), the Stockholders Stockholder hereby irrevocably agrees that at the Company Stockholder Meeting and unconditionally agree that, during the time this Agreement is in effect, at every annual or special any other meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b)Company, the Stockholders Stockholder shall, in each case to the fullest extent that the Subject Covered Company Shares are entitled to vote thereon:thereon or consent thereto and subject to Section 2.1(b):

Agreement to Vote. Subject to The Stockholder hereby irrevocably and unconditionally agrees that during the terms term of this Agreement, at the Stockholders hereby irrevocably Special Meeting and unconditionally agree that, during the time this Agreement is in effect, at every annual or special any other meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b)Company, the Stockholders Stockholder shall, in each case to the fullest extent that the Subject Covered Shares are entitled to vote thereonthereon or consent thereto:

Agreement to Vote. (a) Subject to Section 2.1(c), the terms Stockholder hereby irrevocably and unconditionally agrees that during the term of this Agreement, at the Stockholders hereby irrevocably Company Stockholders’ Meeting and unconditionally agree that, during the time this Agreement is in effect, at every annual or special any other meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b)Company, the Stockholders Stockholder shall, in each case to the fullest extent that the Subject Shares are entitled to vote thereon:

Agreement to Vote. Subject to Each Stockholder hereby agrees that during the terms term of this Agreement, at the Stockholders hereby irrevocably and unconditionally agree that, during the time this Agreement is in effect, at every annual Company Stockholder Meeting or special any other meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b)Company, however called, including any adjournment or postponement thereof, and or in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b)Company, the Stockholders such Stockholder shall, in each case to the fullest extent that the Subject such Stockholder’s Covered Shares are entitled to vote thereonthereon or consent thereto:

Agreement to Vote. Subject to (a) During the terms of this AgreementVoting Period, the Stockholders each Stockholder hereby irrevocably and unconditionally agree that, during agrees that at the time this Agreement is in effect, Company Stockholder Meeting and at every annual or special any other meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b)Company, the Stockholders such Stockholder shall, in each case to the fullest extent that the Subject Covered Company Shares are entitled to vote thereonthereon or consent thereto:

Agreement to Vote. Subject to the terms of this Agreement, the Stockholders each Shareholder hereby irrevocably and unconditionally agree agrees that, during the time this Agreement is in effect, at every annual or special meeting of the stockholders shareholders of the Company Parent held with respect to the matters specified in Section 1.1(b), however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders shareholders of the Company with respect to the matters specified in Section 1.1(b)Parent, the Stockholders Shareholders shall, in each case to the fullest extent that the Subject Shares are entitled to vote thereon:

Agreement to Vote. Subject to At all times during the terms period commencing with the execution and delivery of this Agreement and until the termination of this Agreement in accordance with Section 5.01 of this Agreement, the Stockholders Stockholder hereby irrevocably and unconditionally agree that, during the time this Agreement is in effectagrees, at every annual or special any meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b)Company, however called, including any adjournment or postponement thereof, and in connection with any written action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b), the Stockholders shalllieu thereof, in each case in his, her or its capacity as a holder of Shares and to the fullest extent that the Subject Shares are entitled to vote thereonthereon or consent thereto, to:

Agreement to Vote. Subject to (a) Stockholder hereby irrevocably and unconditionally agrees that during the terms term of this Agreement, at the Stockholders hereby irrevocably Company Stockholder Meeting and unconditionally agree that, during the time this Agreement is in effect, at every annual or special any other meeting of the stockholders Stockholders of the Company held with respect to the matters specified in Section 1.1(b)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders Stockholders of the Company with respect to the matters specified in Section 1.1(b)Company, the Stockholders Stockholder shall, in each case to the fullest extent that the Subject Covered Shares of Stockholder are entitled to vote thereonthereon or consent thereto:

Agreement to Vote. Subject to (a) The Stockholder hereby irrevocably and unconditionally agrees that, from and after the terms date of this Agreement, the Stockholders hereby irrevocably and unconditionally agree that, during the time this Agreement is in effect, at every annual or special any meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b)Company, the Stockholders Stockholder shall, in each case case, to the fullest extent that such matters are submitted for the Subject vote or written consent of the Stockholder and that the Covered Shares are entitled to vote thereonthereon or consent thereto:

Agreement to Vote. Subject to (a) During the terms of this AgreementTerm (as defined herein), the Stockholder hereby agrees that at the Company Stockholders hereby irrevocably Meeting and unconditionally agree that, during the time this Agreement is in effect, at every annual or special any other meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b)Company, the Stockholders Stockholder shall, in each case to the fullest extent that the Subject Covered Company Shares are entitled to vote thereon:thereon or consent thereto and subject to Section 2.1(b):

Agreement to Vote. Subject to the terms of this Agreement, the Stockholders hereby irrevocably and unconditionally agree that, during the time this Agreement is in effect, at At every annual or special meeting of the stockholders of the Company held Company, including without limitation the Meeting, called with respect to any of the matters specified in Section 1.1(b)following, however called, including any and at every adjournment or postponement thereof, and in connection with any on every action proposed to be taken or approval by written consent of the stockholders of the Company with respect to any of the matters specified in Section 1.1(b)following, the Stockholders shalleach Stockholder, severally and not jointly, agrees, in each its capacity as a stockholder only, that it shall vote or execute a written consent, as the case may be, with respect to the fullest extent that all the Subject Shares are entitled Securities as to which it has power to vote thereonin any such vote or consent as follows:

Agreement to Vote. Subject to Each Stockholder hereby irrevocably and unconditionally agrees that during the terms term of this Agreement, at the Stockholders hereby irrevocably Giant Stockholders’ Meeting and unconditionally agree that, during the time this Agreement is in effect, at every annual or special any other meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b)Giant, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b)Giant, the Stockholders such Stockholder shall, in each case to the fullest extent that the Subject Covered Shares are entitled to vote thereonthereon or consent thereto:

Agreement to Vote. (a) Subject to the terms of this Agreementand conditions hereof, the Stockholders Stockholder hereby irrevocably and unconditionally agree that, during agrees that from and after the time this Agreement is in effectdate hereof and until the Termination Date, at every annual or special each of the Holdings Special Meeting and ANR Special Meeting, as applicable, and at any other meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b)Holdings or ANR, however called, in each case including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b), the Stockholders Stockholder shall, in each case to the fullest extent that the Subject Covered Shares of the Stockholder are entitled to vote thereonthereon or consent thereto:

Agreement to Vote. (a) Subject to the terms of this Agreementand conditions hereof, the Stockholders each Stockholder hereby irrevocably and unconditionally agree agrees that, during from and after the time this Agreement is in effectdate hereof and until the earlier of the Effective Time or the Termination Date, at every annual or special any meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(bCompany’s shareholders (or any adjournment or postponement thereof), however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders Company’s shareholders, such Stockholder shall vote (or cause to be voted) in person or by proxy all of the Company with respect to the matters specified in Section 1.1(b), the Stockholders shall, in each case to the fullest extent that the Subject Shares are entitled to vote thereonsuch Stockholder’s Shares:

Agreement to Vote. Subject to Each Stockholder hereby irrevocably and unconditionally agrees that during the terms term of this Agreement, at the Company Stockholders hereby irrevocably Meeting and unconditionally agree that, during the time this Agreement is in effect, at every annual or special any other meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b)Company, however called, including any adjournment or postponement thereofof any such Company Stockholders Meeting or any other meeting of the stockholders of the Company, and in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b)Company, the Stockholders such Stockholder shall, in each case to the fullest extent that the Subject Covered Shares are entitled to vote thereonthereon or consent thereto:

Agreement to Vote. Subject to The Stockholder hereby irrevocably and unconditionally agrees that during the terms term of this Agreement, at any meeting of stockholders of the Stockholders hereby irrevocably Company called to vote upon the election of members of the Board of Directors of the Company (a “Board Election”) or at any adjournment or postponement thereof and unconditionally agree thatin any other circumstances in which a vote, during the time this Agreement consent or other approval (including by written consent) with respect to a Board Election is in effect, at every annual sought from or special meeting on behalf of the stockholders of the Company held with respect to the matters specified in Section 1.1(b), however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b)Company, the Stockholders Stockholder shall, in each case to the fullest extent that the Subject Covered Shares are entitled to vote thereonthereon or consent thereto:

Agreement to Vote. Subject to the terms of this Agreement, the Stockholders Stockholder hereby irrevocably and unconditionally agree agrees that, during the time this Agreement is in effect, at every annual or special meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b), however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b)Company, the Stockholders Stockholder shall, in each case to the fullest extent that the Subject Shares are entitled to vote thereon:

Agreement to Vote. Subject to the terms of this Agreement, the Stockholders each Stockholder hereby irrevocably and unconditionally agree agrees that, during the time this Agreement is in effect, at every any annual or special meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b)Parent, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent (if permitted at such time) of the stockholders of the Company with respect to the matters specified in Section 1.1(b), the Stockholders shall, in Parent (each case to the fullest extent that the Subject Shares are entitled to vote thereon:a “Parent

Agreement to Vote. Subject to Each Stockholder hereby agrees that during the terms term of this Agreement, at the Stockholders hereby irrevocably and unconditionally agree that, during the time this Agreement is in effect, at every annual Company Meeting or special any other meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b)Company, however called, including any adjournment or postponement thereof, and or in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b)Company, the Stockholders such Stockholder shall, in each case to the fullest extent that the Subject such Stockholder’s Covered Shares are entitled to vote thereonthereon or consent thereto:

Agreement to Vote. Subject to (a) Each Stockholder hereby irrevocably and unconditionally agrees that during the terms term of this Agreement, at the Stockholders hereby irrevocably Special Meeting and unconditionally agree that, during the time this Agreement is in effect, at every annual or special any other meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b)Company, the Stockholders such Stockholder shall, in each case to the fullest extent that the Subject Covered Shares of such Stockholder are entitled to count as present, vote thereonthereon or consent thereto: