Common use of PROXY AND OTHER GOVERNANCE MATTERS Clause in Contracts

PROXY AND OTHER GOVERNANCE MATTERS. (a) Irrevocable Proxy Granted to Liberty. (i) A/N hereby irrevocably constitutes and appoints Liberty and any officer(s) or directors of Liberty designated as proxy or proxies by Liberty as its attorney-in-fact and proxy in accordance with the DGCL (with full power of substitution and re-substitution), for and in the name, place and stead of A/N (which, for the avoidance of doubt, includes any Permitted Transferee), to vote all Proxy Shares (at any meeting of stockholders of Charter however called or at any adjournment or postponement thereof), which will be deemed, for all purposes of this Agreement, to include the right to execute and deliver a written consent in respect of such Proxy Shares from time to time. (ii) The proxy granted pursuant to clause (i) (the “Proxy”) above is valid and irrevocable and is coupled with an interest for purposes of Section 212 of the DGCL and will terminate automatically pursuant to Section 6. The Proxy will be binding upon A/N, its successors and assigns (including, for the avoidance of doubt, any Permitted Transferee which acquires Beneficial Ownership of Common Shares), including any successor or surviving corporation resulting from any merger, consolidation or other business combination involving A/N. A/N represents that any and all other proxies heretofore given in respect of the Proxy Shares are revocable, and that such other proxies either have been revoked or are hereby revoked. (iii) Notwithstanding the foregoing, the Proxy shall not apply (and Liberty will have no right to vote the Proxy Shares) in connection with any vote on (or consent to approve) any matter that is an Excluded Matter. For the avoidance of doubt, to the extent that more than one proposal is presented to stockholders of Charter for their consideration at a meeting (or through an action by written consent), Liberty will continue to have the right to vote the Proxy Shares on all proposals other than those relating to the Excluded Matters. Any attempt by Liberty to vote the Proxy Shares on any Excluded Matter shall be void ab initio. (b) Notwithstanding anything to the contrary set forth herein, the A/N Proxy is personal to Liberty and may not be assigned by Liberty by operation of law or otherwise; provided, that (i) Liberty may assign the A/N Proxy and its rights pursuant to Section 7(f) and (ii) the exercise of the A/N Proxy by any duly authorized officer of Liberty (on behalf of Liberty) will not be deemed an assignment of the A/N Proxy.

PROXY AND OTHER GOVERNANCE MATTERS. (a) Irrevocable Proxy Granted to LibertyXxxxxx. (i) A/N hereby irrevocably constitutes Effective immediately following the Effective Time until the Proxy Swap Termination Date, but subject to the terms and appoints Liberty and any officer(s) or directors of Liberty designated as proxy or proxies by Liberty as its attorney-in-fact and proxy in accordance with the DGCL (with full power of substitution and re-substitution), for and in the name, place and stead of A/N (which, for the avoidance of doubt, includes any Permitted Transferee), to vote all Proxy Shares (at any meeting of stockholders of Charter however called or at any adjournment or postponement thereof), which will be deemed, for all purposes conditions of this Agreement, including this Section 2, and the other Transaction Instruments, Xxxxxx is hereby irrevocably appointed and constituted as proxy with respect to include the right Covered Shares and is granted the sole and exclusive power to execute and deliver vote or act by consent with respect to the Covered Shares, on all matters submitted to a vote of Splitco’s stockholders or by which Splitco’s stockholders may act by written consent in respect of such Proxy Shares from time to time. (ii) The proxy granted that are not Excluded Matters, pursuant to clause this conditional proxy (i) (the “Proxy”) above which proxy is valid and irrevocable and is coupled with an interest for purposes of Section 212 of the DGCL General Corporation Law of the State of Delaware) (the “Proxy”). For the avoidance of doubt, Xxxxxx’x right to vote or act by written consent with respect to Covered Shares referred to herein will be deemed the right to vote or act by written consent with respect to one or both series of Covered Shares entitled to vote or consent in writing with respect to any particular matter as provided in the Certificate. (ii) Notwithstanding anything to the contrary set forth herein, the Proxy shall not be applicable in connection with any vote or action by written consent on any matter that is an Excluded Matter and Xxxxxx will terminate automatically pursuant have no right to Section 6vote or act by written consent with respect to the Covered Shares, with the voting of or right to act by written consent with respect to such Covered Shares on such matters to remain with (A) the Xxxxxx Group with respect to any of the matters referred to in clause (x) of the definition of Excluded Matter and (B) Xxxxxx, or in the event of Xxxxxx’x Temporary Disability, with Xxx. The Xxxxxx, with respect to any of the matters referred to in clause (y) of the definition of Excluded Matters, and the Xxxxxx Group shall take and/or refrain from taking all action necessary to ensure that no Person other than Xxxxxx or Xxx. Xxxxxx shall vote or have the power to vote the Covered Shares with respect to any matter referred to in clause (y) of the definition of Excluded Matters. Any attempt by Xxxxxx to vote the Covered Shares on any Excluded Matter shall be void ab initio. (iii) Prior to its termination on the Proxy Swap Termination Date, the Proxy will be binding upon A/N, its successors each member of the Xxxxxx Group and assigns (including, for the avoidance of doubt, any such member’s respective Permitted Transferee which acquires Beneficial Ownership of Common Shares), including any successor or surviving corporation resulting from any merger, consolidation or other business combination involving A/N. A/N Assigns. The Xxxxxx Group represents that any and all other proxies heretofore given in respect of the Proxy Covered Shares are revocable, and that such other proxies either have been revoked or are hereby revoked. (iii) Notwithstanding the foregoing, the Proxy shall not apply (and Liberty will have no right to vote the Proxy Shares) in connection with any vote on (or consent to approve) any matter that is an Excluded Matter. For the avoidance of doubt, to the extent that more than one proposal is presented to stockholders of Charter for their consideration at a meeting (or through an action by written consent), Liberty will continue to have the right to vote the Proxy Shares on all proposals other than those relating to the Excluded Matters. Any attempt by Liberty to vote the Proxy Shares on any Excluded Matter shall be void ab initio. (biv) Notwithstanding anything to the contrary set forth herein, the A/N Proxy is personal to Liberty Xxxxxx and may not be assigned by Liberty Xxxxxx by operation of law or otherwise; providedotherwise and may not be used by Xxxxxx’x successors. (v) Notwithstanding anything to the contrary set forth herein, that (i) Liberty may assign and without affecting the A/N Proxy and its rights pursuant to Section 7(f) and (ii) the exercise termination of the A/N Proxy on the Proxy Swap Termination Date, the Proxy will be suspended during any period in which Xxxxxx has suffered a mental or physical disability preventing Xxxxxx from voting or acting by any duly authorized officer of Liberty written consent with respect to the Covered Shares or engaging reasonably with Xxxxxx, or receiving or following instruction from Xxxxxx, as to the matters contemplated by this Section 2 (as determined by a physician selected by Xxxxxx (on behalf of Libertythe Xxxxxx Group) and reasonably acceptable to Xxxxxx, his spouse or a personal representative designated by Xxxxxx), and during such period of disability, Xxxxxx (on behalf of the Xxxxxx Group) will not be deemed an assignment entitled to vote or consent in writing with respect to all Covered Shares, regardless of any restriction specified herein with respect to such Covered Shares. The Proxy will be reinstated (unless sooner terminated on the Proxy Swap Termination Date) upon Xxxxxx ceasing to be so disabled (as determined by a physician selected by Xxxxxx and reasonably acceptable to Xxxxxx (on behalf of the Xxxxxx Group)). (vi) Notwithstanding anything to the contrary set forth in this Agreement, the Proxy shall remain in full force and effect and be enforceable (A/N Proxy) against any member of the Xxxxxx Group’s estate, executor or personal representative to the fullest extent and in the manner set forth in this Agreement and (B) irrespective of the death of one or both of Xxxxxx and/or Xxx. Xxxxxx.

PROXY AND OTHER GOVERNANCE MATTERS. (a) Irrevocable Proxy Granted to Liberty. (i) A/N LIC hereby irrevocably constitutes and appoints Liberty and any officer(s) or directors of Liberty designated as proxy or proxies by Liberty as its attorney-in-fact and proxy in accordance with the DGCL (with full power of substitution and re-substitution), for and in the name, place and stead of A/N LIC (which, for the avoidance of doubt, includes any Permitted Transferee), to vote all Proxy Shares (at any meeting of stockholders of Charter however called or at any adjournment or postponement thereof), which will be deemed, for all purposes of this Agreement, to include the right to execute and deliver a written consent in respect of such Proxy Shares from time to time. (ii) The proxy granted pursuant to clause (i) (the “Proxy”) above is valid and irrevocable and is coupled with an interest for purposes of Section 212 of the DGCL and will terminate automatically pursuant to Section 6. The Proxy will be binding upon A/NLIC, its successors and assigns (including, for the avoidance of doubt, any Permitted Transferee which acquires Beneficial Ownership of Common Shares), including any successor or surviving corporation resulting from any merger, consolidation or other business combination involving A/N. A/N LIC. LIC represents that any and all other proxies heretofore given in respect of the Proxy Shares are revocable, and that such other proxies either have been revoked or are hereby revoked. (iii) Notwithstanding the foregoing, the Proxy shall not apply (and Liberty will have no right to vote the Proxy Shares) in connection with any vote on (or consent to approve) any matter that is an Excluded Matter. For the avoidance of doubt, to the extent that more than one proposal is presented to stockholders of Charter for their consideration at a meeting (or through an action by written consent), Liberty will continue to have the right to vote the Proxy Shares on all proposals other than those relating to the Excluded Matters. Any attempt by Liberty to vote the Proxy Shares on any Excluded Matter shall be void ab initio. (b) Notwithstanding anything to the contrary set forth herein, the A/N Proxy is personal to Liberty and may not be assigned by Liberty by operation of law or otherwise; provided, that (i) Liberty may assign the A/N Proxy and its rights pursuant to Section 7(f) and (ii) the exercise of the A/N Proxy by any duly authorized officer of Liberty (on behalf of Liberty) will not be deemed an assignment of the A/N Proxy.

PROXY AND OTHER GOVERNANCE MATTERS. (a) Irrevocable Proxy Granted to LibertyXxxxxx. (i) A/N hereby irrevocably constitutes Effective immediately following the Effective Time until the Proxy Swap Termination Date, but subject to the terms and appoints Liberty and any officer(s) or directors of Liberty designated as proxy or proxies by Liberty as its attorney-in-fact and proxy in accordance with the DGCL (with full power of substitution and re-substitution), for and in the name, place and stead of A/N (which, for the avoidance of doubt, includes any Permitted Transferee), to vote all Proxy Shares (at any meeting of stockholders of Charter however called or at any adjournment or postponement thereof), which will be deemed, for all purposes conditions of this Agreement, including this Section 2, and the other Transaction Instruments, Xxxxxx is hereby irrevocably appointed and constituted as proxy with respect to include the right Covered Shares and is granted the sole and exclusive power to execute and deliver vote or act by consent with respect to the Covered Shares, on all matters submitted to a vote of Spinco’s stockholders or by which Spinco’s stockholders may act by written consent in respect of such Proxy Shares from time to time. (ii) The proxy granted that are not Excluded Matters, pursuant to clause this conditional proxy (i) (the “Proxy”) above which proxy is valid and irrevocable and is coupled with an interest for purposes of Section 212 of the DGCL General Corporation Law of the State of Delaware) (the “Proxy”). For the avoidance of doubt, Xxxxxx’x right to vote or act by written consent with respect to Covered Shares referred to herein will be deemed the right to vote or act by written consent with respect to one or both series of Covered Shares entitled to vote or consent in writing with respect to any particular matter as provided in the Certificate. (ii) Notwithstanding anything to the contrary set forth herein, the Proxy shall not be applicable (and Xxxxxx will terminate automatically pursuant have no right to Section 6vote the Covered Shares, with the voting of such Covered Shares on such matter to revert to the Xxxxxx Group) in connection with any vote on any matter that is an Excluded Matter. The Any attempt by Xxxxxx to vote the Covered Shares on any Excluded Matter shall be void ab initio. (iii) Prior to its termination on the Proxy Swap Termination Date, the Proxy will be binding upon A/N, its successors each member of the Xxxxxx Group and assigns (including, for the avoidance of doubt, any such member’s respective Permitted Transferee which acquires Beneficial Ownership of Common Shares), including any successor or surviving corporation resulting from any merger, consolidation or other business combination involving A/N. A/N Assigns. The Xxxxxx Group represents that any and all other proxies heretofore given in respect of the Proxy Covered Shares are revocable, and that such other proxies either have been revoked or are hereby revoked. (iii) Notwithstanding the foregoing, the Proxy shall not apply (and Liberty will have no right to vote the Proxy Shares) in connection with any vote on (or consent to approve) any matter that is an Excluded Matter. For the avoidance of doubt, to the extent that more than one proposal is presented to stockholders of Charter for their consideration at a meeting (or through an action by written consent), Liberty will continue to have the right to vote the Proxy Shares on all proposals other than those relating to the Excluded Matters. Any attempt by Liberty to vote the Proxy Shares on any Excluded Matter shall be void ab initio. (biv) Notwithstanding anything to the contrary set forth herein, the A/N Proxy is personal to Liberty Xxxxxx and may not be assigned by Liberty Xxxxxx by operation of law or otherwise; providedotherwise and may not be used by Xxxxxx’x successors. (v) Notwithstanding anything to the contrary set forth herein, that (i) Liberty may assign and without affecting the A/N Proxy and its rights pursuant to Section 7(f) and (ii) the exercise termination of the A/N Proxy on the Proxy Swap Termination Date, the Proxy will be suspended during any period in which Xxxxxx has suffered a mental or physical disability preventing Xxxxxx from voting or acting by any duly authorized officer of Liberty written consent with respect to the Covered Shares or engaging reasonably with Xxxxxx, or receiving or following instruction from Xxxxxx, as to the matters contemplated by this Section 2 (as determined by a physician selected by Xxxxxx (on behalf of Libertythe Xxxxxx Group) and reasonably acceptable to Xxxxxx, his spouse or a personal representative designated by Xxxxxx), and during such period of disability, Xxxxxx (on behalf of the Xxxxxx Group) will be entitled to vote or consent in writing with respect to all Covered Shares, regardless of any restriction specified herein with respect to such Covered Shares, except that Xxxxxx shall not vote or consent in writing to remove and/or replace any Series B Directors during such period. The Proxy will be deemed an assignment reinstated (unless sooner terminated on the Proxy Swap Termination Date) upon Xxxxxx ceasing to be so disabled (as determined by a physician selected by Xxxxxx and reasonably acceptable to Xxxxxx (on behalf of the Xxxxxx Group)). (vi) Notwithstanding anything to the contrary set forth in this Agreement, the Proxy shall remain in full force and effect and be enforceable (A/N Proxy) against any member of the Xxxxxx Group’s estate, executor or personal representative to the fullest extent and in the manner set forth in this Agreement and (B) irrespective of the death of one or both of Xxxxxx and/or Xxx. Xxxxxx.