Common use of PROPORTIONAL VOTING Clause in Contracts

PROPORTIONAL VOTING. For so long as Seagate owns (of record or beneficially) at least 5% of the outstanding Common Stock of Newco in connection with all matters to be voted on by the stockholders of Newco, Seagate shall vote all shares of Newco Common Stock then owned, directly or indirectly, by it in the same proportion as the votes cast by all other holders of Newco's Common Stock, except that Seagate may vote its shares as it determines in its sole discretion as to the following specific matters: (i) a change in the Fundamental Rights (as defined below) of Newco Common Stock; and (ii) a recapitalization in which Newco Common Stock is converted or exchanged for a security having substantially different Fundamental Rights than Newco Common Stock (but in all events excluding any recapitalization or reorganization accomplished in connection with a Corporate Event). A "CORPORATE EVENT" shall include any merger, acquisition, consolidation or reorganization, any transaction of a type contemplated by Section 351 of the Internal Revenue Code of 1986, as amended (the "CODE") or any other similar transaction whereby (a) Newco is acquired by a third party, (b) where there has been a "change of control" such that the stockholders of Newco prior to a transaction own, in the aggregate, less than a majority of the outstanding stock of Newco or the acquiring entity after the transaction, (c) Newco acquires another entity, or (d) Newco acquires all or substantially all of the assets of another entity. "FUNDAMENTAL RIGHTS" shall mean the right to vote Newco's shares and to participate pro rata with other holders of Newco Common Stock in any distribution to the holders of Newco Common Stock.

PROPORTIONAL VOTING. For so long as Seagate owns (of record or beneficially) at least 5% of the outstanding Common Stock of Newco in connection with all matters to be voted on by the stockholders of Newco, Seagate shall vote all shares of Newco Common Stock then owned, directly or indirectly, by it in the same proportion as the votes cast by all other holders of Newco's Common Stock, except that Seagate may vote its shares as it determines in its sole discretion as to the following specific matters: (i) a change in the Fundamental Rights (as defined below) of Newco Common Stock; and (ii) a recapitalization in which Newco Common Stock is converted or exchanged for a security having substantially different Fundamental Rights than Newco Common Stock (but in all events excluding any recapitalization or reorganization accomplished in connection with a Corporate Event). A "CORPORATE EVENT" shall include any merger, acquisition, consolidation or reorganization, any transaction of a type contemplated by Section 351 of the Internal Revenue Code of 1986, as amended (the "CODE") or any other similar transaction whereby (a) Newco is acquired by a third party, (b) where there has been a "change of control" such that the stockholders of Newco prior to a transaction own, in the aggregate, less than a majority of the outstanding stock of Newco or the acquiring entity after the transaction, (c) Newco acquires another entity, or (d) Newco acquires all or substantially all of the assets of another entity. "FUNDAMENTAL RIGHTS" shall mean the right to vote Newco's shares and to participate pro rata with other holders of Newco Common Stock in any distribution to the holders of Newco Common Stock.or