Common use of Other Voting Matters Clause in Contracts

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. (a) Each Management Investor and their Permitted Transferees party to this Agreement hereby agrees thatthat such party will vote, until the occurrence or cause to be voted, all voting securities of the Lapse Date, Company and its Subsidiaries over which such Stockholder will party has the power to vote all of or direct the Securities owned or held of record by such Stockholdervoting, either in person or by proxy, whether at a meeting of stockholders securityholders meeting, or by executing a written consent, (i) consistent in the manner in which Holdings directs in connection with the vote approval of Vestar with respect any amendment or amendments to the shares Company’s organizational documents, the merger, security exchange, combination or consolidation of Common Stock beneficially owned by Vestar the Company with any other Person or Persons, the sale, lease or exchange of all or substantially all of the property and (ii) to ratifyassets of the Company and its Subsidiaries on a consolidated basis, approve and adopt any and all actions adopted the reorganization, recapitalization, liquidation, dissolution or approved by the Board of Directors winding-up of the Company. (b) In order to effectuate the provisions of Sections 2.1 and 2.2 hereof, (i) each holder of the Management Investors and their Permitted Transferees Employee Securities hereby grants to Dr. Xxxxxxxx XxxxxxxxxXxxxxxx X. Xxxxxx, or if Dr. Xxxxxxxxx xxxll Xxxxxxx X. Xxxxxx shall cease to be Chief Executive Officer of Sheridan, to the Chief Executive Officer of Sheridanthe Company, to his successor in such position with the Company, or if the Chief Executive Officer of the Company shall be unable to exercise this proxy due to illness or absence or if the position of Chief Executive Officer of the Company shall be vacant, to the General Counsel of the Company, a proxy to vote at any annual or special meeting of StockholdersSecurityholders, 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 the Management Investors and their Permitted Transferees such holder 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 22.2(b), the Secretary of each of the Company and each Subsidiary of the aforementioned Subsidiaries of the Company, or if there be no Secretary such other officer or employee of the Company or such Subsidiary Subsidiaries as the Board board of Directors directors of the Company or such Subsidiary Subsidiaries 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 22.2(b).

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 2.1, 2.2 and 2.2 hereof4.1, (i) each holder of the Management Investors and their Permitted Transferees Employee Securities hereby grants to Dr. Xxxxxxxx Xxxxx X. Xxxxxxxxx, or if Dr. Xxxxx X. Xxxxxxxxx xxxll shall cease to be Chief Executive Officer the chief executive officer of SheridanXxxxxxx Foods, Inc., to his successor in such position with Xxxxxxx Foods, Inc., or if the chief executive officer of Xxxxxxx Foods, Inc. shall be unable to exercise this proxy due to illness or absence or if the position of chief executive officer of Xxxxxxx Foods, Inc. shall be vacant, to the Chief Executive Officer chief financial officer of SheridanXxxxxxx Foods, Inc., a proxy to vote at any annual or special meeting of StockholdersSecurityholders, 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 the Management Investors and their Permitted Transferees such holder 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 hereof2.2. Each of the proxies granted hereby is irrevocable and is coupled with an interestEACH OF THE PROXIES GRANTED HEREBY IS IRREVOCABLE AND IS COUPLED WITH AN INTEREST. To effectuate the provisions of this Section 2, the Secretary secretary of each of the Company and each Subsidiary of the Company, or if there be no Secretary secretary such other officer or employee of the Company or such Subsidiary as the Board management committee or board of Directors 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. (a) Each Management Investor and their Permitted Transferees Subject to Section 7.5 of the LLC Agreement, each party to this Agreement hereby agrees thatthat such party will vote, until the occurrence or cause to be voted, all voting securities of the Lapse Date, Company and its Subsidiaries over which such Stockholder will party has the power to vote all of or direct the Securities owned or held of record by such Stockholdervoting, either in person or by proxy, whether at a meeting of stockholders securityholders meeting, or by executing a written consent, (i) consistent in the manner in which Vestar directs in connection with the vote approval of Vestar with respect any amendment or amendments to the shares Company’s organizational documents, the merger, security exchange, combination or consolidation of Common Stock beneficially owned by Vestar the Company with any other Person or Persons, the sale, lease or exchange of all or substantially all of the property and (ii) to ratifyassets of the Company and its Subsidiaries on a consolidated basis, approve and adopt any and all actions adopted the reorganization, recapitalization, liquidation, dissolution or approved by the Board of Directors winding-up of the Company. (b) In order to effectuate the provisions of Sections 2.1 and 2.2 hereof, (i) each holder of the Management Investors and their Permitted Transferees Employee Securities 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 Sheridanthe Company, or if the Chief Executive Officer of the Company shall be unable to exercise this proxy due to illness or absence or if the position of 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 StockholdersSecurityholders, 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 the Management Investors and their Permitted Transferees such holder 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 2Article II, the Secretary of each of the Company and each Subsidiary of the aforementioned Subsidiaries of the Company, or if there be no Secretary such other officer or employee of the Company or such Subsidiary Subsidiaries as the Board management committee or board of Directors directors (or similar governing body) of the Company or such Subsidiary Subsidiaries 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 2Article II.

Other Voting Matters. (a) Each Management Investor and their Permitted Transferees party to this Agreement hereby agrees thatthat such party will vote, until the occurrence or cause to be voted, all voting securities of the Lapse Date, Company and its Subsidiaries over which such Stockholder will party has the power to vote all of or direct the Securities owned or held of record by such Stockholdervoting, either in person or by proxy, whether at a meeting of stockholders securityholders meeting, or by executing a written consent, (i) consistent in the manner in which Holdings directs in connection with the vote approval of Vestar any amendment or amendments to the Company’s organizational documents, the merger, security 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 this shall not apply with respect to any change in the shares of Common Stock beneficially owned by Vestar and (ii) to ratify, approve and adopt any and all actions adopted or approved by Company’s organizational documents that would have a material adverse effect on the Board of Directors management of the Company. (b) In order to effectuate the provisions of Sections 2.1 and 2.2 hereof, (i) each holder of the Management Investors and their Permitted Transferees Employee Securities hereby grants to Dr. Xxxxxxxx XxxxxxxxxXxxx Xxxxx, or if Dr. Xxxxxxxxx xxxll Xxxx Xxxxx shall cease to be Chief Executive Officer of Sheridan, to the Chief Executive Officer of Sheridanthe Company, to his successor in such position with the Company, or if the Chief Executive Officer of the Company shall be unable to exercise this proxy due to illness or absence or if the position of Chief Executive Officer of the Company shall be vacant, to the General Counsel of the Company, a proxy to vote at any annual or special meeting of StockholdersSecurityholders, 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 the Management Investors and their Permitted Transferees such holder 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 22.2(b), the Secretary of each of the Company and each Subsidiary of the aforementioned Subsidiaries of the Company, or if there be no Secretary such other officer or employee of the Company or such Subsidiary Subsidiaries as the Board board of Directors directors of the Company or such Subsidiary Subsidiaries 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 22.2(b).

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 SECTIONS 2.1, 2.2 and 2.2 hereof4.1, (i) each holder of the Management Investors and their Permitted Transferees Employee Securities hereby grants to Dr. Xxxxxxxx Xxxxx X. Xxxxxxxxx, or if Dr. Xxxxx X. Xxxxxxxxx xxxll shall cease to be Chief Executive Officer the chief executive officer of SheridanXxxxxxx Foods, Inc., to his successor in such position with Xxxxxxx Foods, Inc., or if the chief executive officer of Xxxxxxx Foods, Inc. shall be unable to exercise this proxy due to illness or absence or if the position of chief executive officer of Xxxxxxx Foods, Inc. shall be vacant, to the Chief Executive Officer chief financial officer of SheridanXxxxxxx Foods, Inc., a proxy to vote at any annual or special meeting of StockholdersSecurityholders, 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 the Management Investors and their Permitted Transferees such holder in connection with the matters set forth in Sections SECTIONS 2.1 and AND 2.2 hereof in accordance with the provisions of Sections SECTIONS 2.1 and 2.2 hereofAND 2.2. Each of the proxies granted hereby is irrevocable and is coupled with an interestEACH OF THE PROXIES GRANTED HEREBY IS IRREVOCABLE AND IS COUPLED WITH AN INTEREST. To effectuate the provisions of this Section SECTION 2, the Secretary secretary of each of the Company and each Subsidiary of the Company, or if there be no Secretary secretary such other officer or employee of the Company or such Subsidiary as the Board management committee or board of Directors 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 SECTION 2.

Other Voting Matters. (a) Each Management Investor and their Permitted Transferees Subject to Section 7.5 of the LLC Agreement, each party to this Agreement hereby agrees thatthat such party will vote, until the occurrence or cause to be voted, all voting securities of the Lapse Date, Company and its Subsidiaries over which such Stockholder will party has the power to vote all of or direct the Securities owned or held of record by such Stockholdervoting, either in person or by proxy, whether at a meeting of stockholders securityholders meeting, or by executing a written consent, (i) consistent in the manner in which the Blackstone Majority Holders direct in connection with the vote approval of Vestar with respect any amendment or amendments to the shares Company’s organizational documents, the merger, security exchange, combination or consolidation of Common Stock beneficially owned by Vestar the Company with any other Person or Persons, the sale, lease or exchange of all or substantially all of the property and (ii) to ratifyassets of the Company and its Subsidiaries on a consolidated basis, approve and adopt the reorganization, recapitalization, liquidation, dissolution or winding-up of the Company. Nothing in this Section 2.2 shall diminish the rights of any and all actions adopted or approved by Employee holding Employee Securities under the Board of Directors of Employee’s Management Subscription Agreement with the Company. (b) In order to effectuate the provisions of Sections 2.1 and 2.2 hereof, (i) each holder of the Management Investors and their Permitted Transferees Employee Securities hereby grants to Dr. Xxxxxxxx XxxxxxxxxXxxxxxx X. Xxxxxx, or if Dr. Xxxxxxxxx xxxll Xxxxxxx X. Xxxxxx shall cease to be Chief Executive Officer of Sheridan, to the Chief Executive Officer of Sheridanthe Company, to his successor in such position with the Company, or if the Chief Executive Officer of the Company shall be unable to exercise this proxy due to illness or absence or if the position of Chief Executive Officer of the Company shall be vacant, to the General Counsel of the Company, a proxy to vote at any annual or special meeting of StockholdersSecurityholders, 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 the Management Investors and their Permitted Transferees such holder 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 22.2(b), the Secretary of each of the Company and each Subsidiary of the aforementioned Subsidiaries of the Company, or if there be no Secretary such other officer or employee of the Company or such Subsidiary Subsidiaries as the Board board of Directors directors of the Company or such Subsidiary Subsidiaries 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 22.2(b).

Other Voting Matters. (a) Each Management Investor and their Permitted Transferees Subject to Section 7.5 of the LLC Agreement, each party to this Agreement hereby agrees thatthat such party will vote, until the occurrence or cause to be voted, all voting securities of the Lapse Date, Company over which such Stockholder will party has the power to vote all of or direct the Securities owned or held of record by such Stockholdervoting, either in person or by proxy, whether at a meeting of stockholders securityholders meeting, or by executing a written consent, (i) consistent in the manner in which Vestar directs in connection with the vote approval of Vestar with respect any amendment or amendments to the shares Company’s organizational documents, the merger, security exchange, combination or consolidation of Common Stock beneficially owned by Vestar the Company with any other Person or Persons, the sale, lease or exchange of all or substantially all of the property and (ii) to ratifyassets of the Company, approve and adopt any and all actions adopted the reorganization, recapitalization, liquidation, dissolution or approved by the Board of Directors winding-up of the Company. (b) In order to effectuate the provisions of Sections 2.1 and 2.2 hereof, (i) each holder of the Management Investors and their Permitted Transferees Employee Securities hereby grants to Dr. Xxxxxxxx XxxxxxxxxXxxxx Xxxxxxxx, or if Dr. Xxxxxxxxx xxxll Xxxxx Xxxxxxxx shall cease to be Chief Executive Officer of Sheridan, to the Chief Executive Officer of SheridanCivitas, to his successor in such position with Civitas, or if the Chief Executive Officer of Civitas shall be unable to exercise this proxy due to illness or absence or if the position of Chief Executive Officer of Civitas shall be vacant, to the General Counsel of Civitas, a proxy to vote at any annual or special meeting of StockholdersSecurityholders, 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 the Management Investors and their Permitted Transferees such holder 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 or employee of the Company or such Subsidiary as the Board of Directors management committee 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. (a) Each Management Investor and their Permitted Transferees party to this Agreement hereby agrees thatthat such party will vote, until the occurrence or cause to be voted, all voting securities of the Lapse Date, Company and its Subsidiaries over which such Stockholder will party has the power to vote all of or direct the Securities owned or held of record by such Stockholdervoting, either in person or by proxy, whether at a meeting of stockholders securityholders meeting, or by executing a written consent, (i) consistent in the manner in which Vestar directs in connection with the vote approval of Vestar with respect any amendment or amendments to the shares Company's organizational documents, the merger, security exchange, combination or consolidation of Common Stock beneficially owned by Vestar the Company with any other Person or Persons, the sale, lease or exchange of all or substantially all of the property and (ii) to ratifyassets of the Company and its Subsidiaries on a consolidated basis, approve and adopt any and all actions adopted the reorganization, recapitalization, liquidation, dissolution or approved by the Board of Directors winding-up of the Company. (b) In order to effectuate the provisions of Sections 2.1 and 2.2 hereof, (i) each holder of the Management Investors and their Permitted Transferees Employee Securities hereby grants to Dr. Xxxxxxxx XxxxxxxxxXxxxxxx X. Xxxxxx, or if Dr. Xxxxxxxxx xxxll Xxxxxxx X. Xxxxxx shall cease to be Chief Executive Officer of Sheridan, to the Chief Executive Officer of Sheridanthe Company, to his successor in such position with the Company, or if the Chief Executive Officer of the Company shall be unable to exercise this proxy due to illness or absence or if the position of Chief Executive Officer of the Company shall be vacant, to the General Counsel of the Company, a proxy to vote at any annual or special meeting of StockholdersSecurityholders, 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 the Management Investors and their Permitted Transferees such holder 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 or employee of the Company or such Subsidiary as the Board management committee or board of Directors 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.