Common use of Government Holder Agreement to Vote Clause in Contracts

Government Holder Agreement to Vote. Each Government Holder hereby irrevocably and unconditionally agrees that: (a) from and after the date hereof to and including the earlier to occur of (i) the IPO Date or (ii) the date of termination of this Agreement with respect to such Government Holder in accordance with Section 6.2, at any meeting (whether annual or special and each adjournment or postponement thereof) of the Corporation’s stockholders, however called, or in connection with any proposed action by written consent of the Corporation’s stockholders, such Government Holder may vote or cause to be voted (including by written consent, if applicable) its Owned Shares on each matter presented to the stockholders of the Corporation, including the election of directors, in such manner as such Government Holder determines (i.e., “for,” “against,” “withheld” or otherwise), provided that each Government Holder agrees to vote “for” any VEBA Nominee or Canada Nominee standing for election in accordance with Section 2.3 and Section 2.4, respectively; (b) from and after the IPO Date to and including the date of termination of this Agreement with respect to such Government Holder in accordance with Section 6.2, at any meeting (whether annual or special and each adjournment or postponement thereof) of the Corporation’s stockholders, however called, such Government Holder shall not vote and shall cause its Owned Shares not to be voted, provided, however, that such Government Holder shall be permitted to vote or cause to be voted its Owned Shares: (i) in a vote with respect to any removal of directors only “for,” “against” or “withhold” with respect to such removal; (ii) in a vote with respect to any election of directors of the Corporation (whether at an annual meeting of the Corporation’s stockholders, a special meeting of the Corporation’s stockholders called for the purpose of electing directors of the Corporation or at any adjournment or postponement thereof) only “for,” “against” or “withhold” with respect to the election of any candidates or directors, as the case may be, that are (A) nominated by the Board, (B) nominated by third parties, or (C) nominated by either Government Holder pursuant to the Joint Slate Procedure, provided that each Government Holder agrees to vote “for” the nominees jointly nominated pursuant to the Joint Slate Procedure, and provided further, that each Government Holder agrees to vote “for” any VEBA Nominee standing for election in accordance with Section 2.3; (iii) in a vote with respect to any Change of Control to be voted on by the Corporation’s stockholders, “for” or “against” such Change of Control transaction; (iv) in a vote with respect to any amendment or modification to the Certificate of Incorporation or bylaws of the Corporation which would or may effect any of the matters set forth in Section 4.2(b)(i), (ii) or (iii), “for” or “against” such amendment or modification; and (v) on each other matter presented to the stockholders of the Corporation, solely to the extent that the vote of the Government Holder is required for the stockholders to take action at a meeting at which a quorum is present, in the same proportionate manner (either “for,” “against,” “withheld” or otherwise) as the holders of Common Stock (other than UST, Canada, the VEBA and its Affiliates and the directors and Executive Officers of the Corporation) that were present and entitled to vote on such matter voted in connection with each such matter.

Government Holder Agreement to Vote. Each Government Holder hereby irrevocably and unconditionally agrees that: (a) from and after the date hereof to and including the earlier to occur of (i) the IPO Date or (ii) the date of termination of this Agreement with respect to such Government Holder in accordance with Section 6.2, at any meeting (whether annual or special and each adjournment adjourned or postponement thereofpostponed meeting) of the Corporation’s stockholders, however called, or in connection with any proposed action by written consent of the Corporation’s stockholders, such Government Holder may vote or cause to be voted (including by written consent, if applicable) its Owned Shares on each matter presented to the stockholders of the Corporation, including the election of directors, in such manner as such Government Holder determines (i.e., “for,” “against,” “withheld” or otherwise), provided that each Government Holder agrees to vote “for” any VEBA Nominee or Canada Nominee standing for election in accordance with Section 2.3 and Section 2.4, respectively; (b) from and after the IPO Date to and including the date of termination of this Agreement with respect to such Government Holder in accordance with Section 6.2, at any meeting (whether annual or special and each adjournment adjourned or postponement thereofpostponed meeting) of the Corporation’s stockholders, however called, such Government Holder shall not vote and shall or cause its Owned Shares not to be votedvote, provided, however, that such Government Holder shall be permitted to vote or cause to be voted its Owned Shares: (i) in a vote with respect to any removal of directors only “for,” “against” or “withhold” with respect to such removal; (ii) in a vote with respect to any election of directors of the Corporation (whether at an annual meeting of the Corporation’s stockholders, a special meeting of the Corporation’s stockholders called for the purpose of electing directors of the Corporation or at any adjournment adjourned or postponement thereofpostponed meeting) only “for,” “against” or “withhold” with respect to the election of any candidates or directors, as the case may be, that are (A) nominated by the Board, (B) nominated by third parties, or (C) nominated by either Government Holder pursuant to the Joint Slate Procedure, provided that each Government Holder agrees to vote “for” the nominees jointly nominated pursuant to the Joint Slate Procedure, and provided further, that each Government Holder agrees to vote “for” any VEBA Nominee standing for election in accordance with Section 2.3; (iii) in a vote with respect to any Change of Control to be voted on by the Corporation’s stockholders, “for” or “against” such Change of Control transaction; (iv) in a vote with respect to any amendment or modification to the Certificate of Incorporation or bylaws of the Corporation which would or may effect any of the matters set forth in Section 4.2(b)(i), (ii) or (iii), “for” or “against” such amendment or modification; and (v) on each other matter presented to the stockholders of the Corporation, solely to the extent that the vote of the Government Holder is required for the stockholders to take action at a meeting at which a quorum is present, in the same proportionate manner (either “for,” “against,” “withheld” or otherwise) as the holders of Common Stock (other than USTthe UST Vehicle, Canada, the VEBA and its Affiliates and the directors and Executive Officers of the Corporation) that were present and entitled to vote on such matter voted in connection with each such matter.

Government Holder Agreement to Vote. Each Government Holder hereby irrevocably and unconditionally agrees that: (a) from and after the date hereof to and including the earlier to occur of (i) the IPO Date or (ii) the date of termination of this Agreement with respect to such Government Holder in accordance with Section 6.2, at any meeting (whether annual or special and each adjournment or postponement thereof) of the Corporation’s stockholders, however called, or in connection with any proposed action by written consent of the Corporation’s stockholders, such Government Holder may vote or cause to be voted (including by written consent, if applicable) its Owned Shares on each matter presented to the stockholders of the Corporation, including the election of directors, in such manner as such Government Holder determines (i.e., “for,” “against,” “withheld” or otherwise), provided that each Government Holder agrees to vote “for” any VEBA Nominee or Canada Nominee standing for election in accordance with Section 2.3 and Section 2.4, respectively; (b) from and after the IPO Date to and including the date of termination of this Agreement with respect to such Government Holder in accordance with Section 6.2, at any meeting (whether annual or special and each adjournment or postponement thereof) of the Corporation’s stockholders, however called, such Government Holder shall not vote and shall cause its Owned Shares not to be voted, provided, however, that such Government Holder shall be permitted to vote or cause to be voted its Owned Shares: (i) in a vote with respect to any removal of directors only “for,” “against” or “withhold” with respect to such removal; (ii) in a vote with respect to any election of directors of the Corporation (whether at an annual meeting of the Corporation’s stockholders, a special meeting of the Corporation’s stockholders called for the purpose of electing directors of the Corporation or at any adjournment or postponement thereof) only “for,” “against” or “withhold” with respect to the election of any candidates or directors, as the case may be, that are (A) nominated by the Board, (B) nominated by third parties, or (C) nominated by either Government Holder pursuant to the Joint Slate Procedure, provided that each Government Holder agrees to vote “for” the nominees jointly nominated pursuant to the Joint Slate Procedure, and provided further, that each Government Holder agrees to vote “for” any VEBA Nominee standing for election in accordance with Section 2.3; (iii) in a vote with respect to any Change of Control to be voted on by the Corporation’s stockholders, “for” or “against” such Change of Control transaction; (iv) in a vote with respect to any amendment or modification to the Certificate of Incorporation or bylaws of the Corporation which would or may effect any of the matters set forth in Section 4.2(b)(i), (ii) or (iii), “for” or “against” such amendment or modification; and (v) on each other matter presented to the stockholders of the Corporation, solely to the extent that the vote of the Government Holder is required for the stockholders to take action at a meeting at which a quorum is present, in the same proportionate manner (either “for,” “against,” “withheld” or otherwise) as the holders of Common Stock (other than UST, Canada, the VEBA and its Affiliates and the directors and Executive Officers of the Corporation) that were present and entitled to vote on such matter voted in connection with each such matter.