Common use of Proxy Solicitations, etc Clause in Contracts

Proxy Solicitations, etc. Prior to the fifth anniversary of the Effective Date, no member of the Zell Xxxup shall solicit proxies, assist any other person in any way, directly or indirectly, in the solicitation of proxies, become a "participant" in a "solicitation" or assist any "participant" in a "solicitation" (as such terms are defined in Rule 14a-1 of Regulation 14A under the Exchange Act) in opposition to the recommendation of a majority of the Disinterested Directors, submit any proposal for the vote of stockholders of the Company, in each case (a) without the prior approval of the majority of the Disinterested Directors or (b) other than with respect to Company Voting Securities (i) held by any member of the Zell Xxxup or (ii) subject to the Agreement Among Stockholders or the Stockholders' Agreement.

Proxy Solicitations, etc. Prior to the fifth anniversary of the Effective Date, no member of the Zell Xxxup Xxxx Group shall solicit proxies, assist any other person in any way, directly or indirectly, in the solicitation of proxies, become a "participant" in a "solicitation" or assist any "participant" in a "solicitation" (as such terms are defined in Rule 14a-1 of Regulation 14A under the Exchange Act) in opposition to the recommendation of a majority of the Disinterested Directors, submit any proposal for the vote of stockholders of the Company, in each case (a) without the prior approval of the majority of the Disinterested Directors or (b) other than with respect to Company Voting Securities (i) held by any member of the Zell Xxxup Xxxx Group or (ii) subject to the Agreement Among Stockholders or the Stockholders' Agreement.

Proxy Solicitations, etc. Prior to the fifth anniversary of the Effective Date, no member of the Zell Xxxup Minotaur Investor shall solicit proxies, assist any other person in any way, directly or indirectly, in the solicitation of proxies, become a "participant" in a "solicitation" or assist any "participant" in a "solicitation" (as such terms are defined in Rule 14a-1 of Regulation 14A under the Exchange Act) in opposition to the recommendation of a majority of the Disinterested Directors, submit any proposal for the vote of stockholders of the Company, in each case (a) without the prior approval of the majority of the Disinterested Directors or (b) other than with respect to Company Voting Securities (i) held by any member of the Zell Xxxup Minotaur Investor or (ii) subject to the Agreement Among Stockholders or the Stockholders' Co-Sale and Voting Agreement.

Proxy Solicitations, etc. Prior to the fifth anniversary of the Effective Date, no member of the Zell Xxxup shall solicit proxies, assist any other person in any way, directly or indirectly, in the solicitation of proxies, become a "participant" in a "solicitation" or assist any "participant" in a "solicitation" (as such terms are defined in Rule 14a-1 of Regulation 14A under the Exchange Act) in opposition to the recommendation of a majority of the Disinterested Directors, submit any proposal for the vote of stockholders of the Company, in each case (a) without the prior approval of the majority of the Disinterested Directors or (b) other than with respect to Company Voting Securities (i) held by any member of the Zell Xxxup or (ii) subject to the Agreement Among Stockholders or the Stockholders' Agreement.

Proxy Solicitations, etc. Prior to the fifth anniversary of the ------------------------ Effective Date, no member of the Zell Xxxup Minotaur Investor shall solicit proxies, assist any other person in any way, directly or indirectly, in the solicitation of proxies, become a "participant" in a "solicitation" or assist any "participant" in a "solicitation" (as such terms are defined in Rule 14a-1 of Regulation 14A under the Exchange Act) in opposition to the recommendation of a majority of the Disinterested Directors, submit any proposal for the vote of stockholders of the Company, in each case (a) without the prior approval of the majority of the Disinterested Directors or (b) other than with respect to Company Voting Securities (i) held by any member of the Zell Xxxup Minotaur Investor or (ii) subject to the Agreement Among Stockholders or the Stockholders' Co-Sale and Voting Agreement.

Proxy Solicitations, etc. Prior to the fifth anniversary of the Effective Date, no member of the Zell Xxxup Xxxx Group shall solicit proxies, assist any other person in any way, directly or indirectly, in the solicitation of proxies, become a "participant" in a "solicitation" or assist any "participant" in a "solicitation" (as such terms are defined in Rule 14a-1 of Regulation 14A under the Exchange Act) in opposition to the recommendation of a majority of the Disinterested Directors, submit any proposal for the vote of stockholders of the Company, in each case (a) without the prior approval of the majority of the Disinterested Directors or (b) other than with respect to Company Voting Securities (i) held by any member of the Zell Xxxup Xxxx Group or (ii) subject to the Agreement Among Stockholders or the Stockholders' Agreement.