Common use of Other Voting Matters Clause in Contracts

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. Each Securityholder BlackRock Xxxxx hereby agrees that such Securityholder it will vote, or cause to be voted, all Voting Securities or limited liability company interests of Holdings (“Holdings Interests”) over which such party it 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 BlackRock Xxxxx shall not have any obligation to vote in favor of any such matter which (A) has a material and adverse effect upon such Securityholder it 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(b4.1(b) are satisfied in connection with such Sale of DynaVox or (C) any action which requires the approval of such Securityholder BlackRock Xxxxx pursuant to Section 9.4 of the Holdings LLC Agreement.