Other Voting Matters. (a) Each Management Investor and their Permitted Transferees hereby agrees that, until the occurrence of the Lapse Date, such Stockholder will vote all of the Securities owned or held of record by such Stockholder, either in person or by proxy, whether at a meeting of stockholders or by executing a written consent, (i) consistent with the vote of Vestar with respect to the shares of Common Stock beneficially owned by Vestar and (ii) to ratify, approve and adopt any and all actions adopted or approved by the Board of Directors of the Company.
(b) In order to effectuate the provisions of Sections 2.1 and 2.2 hereof, (i) each of the Management Investors and their Permitted Transferees hereby grants to Dr. Xxxxxxxx Xxxxxxxxx, or if Dr. Xxxxxxxxx xxxll cease to be Chief Executive Officer of Sheridan, to the Chief Executive Officer of Sheridan, a proxy to vote at any annual or special meeting of Stockholders, or to take action by written consent in lieu of such meeting with respect to, or to otherwise take action in respect of, all of the Securities owned or held of record by the Management Investors and their Permitted Transferees in connection with the matters set forth in Sections 2.1 and 2.2 hereof in accordance with the provisions of Sections 2.1 and 2.2 hereof. Each of the proxies granted hereby is irrevocable and is coupled with an interest. To effectuate the provisions of this Section 2, the Secretary of each of the Company and each Subsidiary of the Company, or if there be no Secretary such other officer of the Company or such Subsidiary as the Board of Directors of the Company or such Subsidiary may appoint to fulfill the duties of the Secretary, shall not record any vote or consent or other action contrary to the terms of this Section 2.
Other Voting Matters. Each Securityholder hereby agrees that such Securityholder will vote, or cause to be voted, all Voting Securities or limited liability company interests of Holdings (“Holdings Interests”) over which such party has the power to vote or direct the voting, either in person or by proxy, whether at a meeting of stockholders or of members, or by written consent, in the manner in which Vestar directs in connection with (i) the approval of any amendment or amendments to the organizational documents of the Corporation or of Holdings, (ii) the merger, security exchange, combination or consolidation of the Corporation or of Holdings with any other Person or Persons, (iii) the sale, lease or exchange of all or substantially all of the property and assets of the Corporation or of Holdings and/or (iv) the reorganization, recapitalization, liquidation, dissolution or winding-up of the Corporation or of Holdings; provided, that no Securityholder shall have any obligation to vote in favor of any such matter which (A) has a material and adverse effect upon such Securityholder which is disproportionate to the effect of such action upon Vestar, (B) constitutes the approval of a Sale of DynaVox or an action which is in contemplation of, or otherwise a condition to the consummation of, a Sale of DynaVox unless the conditions set forth in Section 5.1(b) are satisfied in connection with such Sale of DynaVox or (C) any action which requires the approval of such Securityholder pursuant to Section 9.4 of the Holdings LLC Agreement.
Other Voting Matters. Stockholder shall retain at all times the right to vote all Stockholder Shares in its sole discretion and without any other limitation on those matters other than those set forth in Section 1(b) that are at any time or from time to time presented for consideration to the Company’s stockholders generally.
Other Voting Matters. In order to effectuate the provisions of Sections 2.1, 2.2 and 4.1, each Executive Investor and each Employee grants to the President and Chief Executive Officer of the Company, or if he or she shall be unable to exercise this proxy due to illness or absence or if the position of President and Chief Executive Officer of the Company shall be vacant, to the Chief Financial Officer of the Company, a proxy to vote at any annual or special meeting of Securityholders, or to take any action by written consent in lieu of such meeting with respect to, or to otherwise take action in respect of, all of the Securities owned or held of record by such holder in connection with the matters set forth in Sections 2.1, 2.2 and 4.1 in accordance with the provisions of Sections 2.1, 2.2 and 4.1. EACH OF THE PROXIES GRANTED HEREBY IS IRREVOCABLE AND IS COUPLED WITH AN INTEREST. To effectuate the provisions of this Section 2, the secretary of the Company, or if there be no secretary, such other officer or employee of the Company or as the Board may appoint to fulfill the duties of the secretary, shall not record any vote or consent or other action contrary to the terms of this Section 2. ARTICLE III
Other Voting Matters. Each party to this Agreement hereby agrees that such party will vote, or cause to be voted, all voting securities of the Company and its Subsidiaries over which such party has the power to vote or direct the voting, either in person or by proxy, whether at a securityholders meeting, or by written consent, in the manner in which Vestar directs in connection with the approval of any amendment or amendments to the LLC Agreement, the merger, unit exchange, combination or consolidation of the Company with any other Person or Persons, the sale, lease or exchange of all or substantially all of the property and assets of the Company and its Subsidiaries on a consolidated basis, and the reorganization, recapitalization, liquidation, dissolution or winding-up of the Company; provided however that any such action (a) shall not be inconsistent with the terms of this Agreement or the LLC Agreement and (b) shall not have a material adverse effect on any Securityholder in its capacity as such, if such effect would be borne disproportionately by such Securityholder relative to other Securityholders holding Securities of the same class.
Other Voting Matters. 4 2.3 Proxy...........................................................................................4
Other Voting Matters. Each Stockholder hereby agrees that such Stockholder will vote, or cause to be voted, all voting Stockholder Shares over which such Stockholder has the power to vote or direct the voting, either in person or by proxy, whether at a stockholders meeting, or by written consent, in the manner in which the Majority XX Xxxxxx directs in connection with (i) approval of any amendment or amendments to the Company’s Certificate of Incorporation or bylaws, (ii) any merger, combination or consolidation of the Company with any Independent Third Party, (iii) the sale, lease or exchange of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis to an Independent Third Party, or (iv) the reorganization, recapitalization, liquidation, dissolution or winding-up of any of the Company and its Subsidiaries; provided, however, that no such action shall (a) contravene the terms of this Agreement, or (b) have an adverse effect on the rights or interests of any Stockholder in respect of any of its Stockholder Shares that would be borne disproportionately by such Stockholder relative to the effect of such action on the rights or interests of other Stockholders in respect of holdings of Stockholder Shares of the same class, unless approved by holders of a majority of the Stockholder Shares so adversely affected.
Other Voting Matters. 11 8D. Irrevocable Proxy .............................................. 11 8E. Termination .................................................... 11
Other Voting Matters. Except as otherwise provided herein, the Certificate of Amendment or in the Certificate of Incorporation and as otherwise required by applicable law, the holders of Preferred Stock and Class B Common Stock shall have no voting rights. Holders of Class A Common Stock shall be entitled to one vote per share on all matters to be voted on by the stockholders of the Company.
Other Voting Matters. Each Stockholder hereby agrees that, so long as this Agreement shall remain in effect and Vestar and its Affiliates, but not any other Permitted Transferee of any thereof, beneficially own on a fully diluted basis an aggregate number of shares of Common Stock not less than half (1/2) of the number of shares of Common Stock beneficially owned on a fully diluted basis by Vestar on the date of its execution and delivery of this Agreement, such Stockholder will vote all of the Securities owned or held of record by such Stockholder to ratify, approve and adopt any and all actions adopted or approved by the Board of Directors of the Company, except that such Stockholder may vote such Stockholder's shares of Series A Preferred Stock, Series B Preferred Stock or Junior Preferred Stock, if any, in such Stockholder's sole discretion with respect to any matter on which holders of such preferred stock are entitled to vote as a separate class pursuant to applicable law, the Certificate of Incorporation of the Company or the certificate of designations or any other specified designations, rights, preferences, or powers of such preferred stock.
