Common use of Other Voting Matters Clause in Contracts

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. 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. In order to effectuate the provisions of Sections 2.1, 2.2 3.6 and 4.1, each Executive Investor HH Member and each Employee Management Holder 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 President and 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 3.6 and 4.1 in accordance with the provisions of Sections 2.1, 2.2 3.6 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.