Common use of Proxy Solicitations Clause in Contracts

Proxy Solicitations. First Reserve agrees that as a stockholder, the First Reserve Group shall vote or cause to be voted all Company Securities of which any member of the First Reserve Group is the beneficial owner with respect to each matter submitted to the Company's stockholders providing for, involving, expected to facilitate or that could reasonably be expected to result in a business combination or other change in control of the Company that has not been approved by the Board (including without limitation the election or removal of one or more Company directors or one or more nominees for director proposed by the Board), either (a) in the manner recommended by the Board, or (b) proportionately with all other holders of Company Securities voting with respect to such matter (provided, that the First Reserve Group shall at all times retain the power to vote for the election of the nominee of First Reserve to the Company's Board). First Reserve hereby agrees that it and each member of the First Reserve Group that it controls shall not take any action, or solicit proxies in any fashion, inconsistent with the provisions of this Section 3.3.

Proxy Solicitations. First Reserve agrees that as a stockholder, the First Reserve Group shall vote or cause to be voted all Company Securities of which any member of the First Reserve Group is the beneficial owner with respect to each matter submitted to the Company's stockholders providing for, involving, expected to facilitate or that could reasonably be expected to result in a business combination or other change in control of the Company that has not been approved by the Board (including without limitation the election or removal of one or more Company directors or one or more nominees for director proposed by the Board), either (a) in the manner recommended by the Board, or (b) proportionately with all other holders of Company Securities voting with respect to such matter (provided, that the First Reserve Group shall at all times retain the power to vote for the election of the nominee of First Reserve VIII or its assignee to the Company's Board). First Reserve hereby agrees that it and each member of the First Reserve Group that it controls shall not take any action, or solicit proxies in any fashion, inconsistent with the provisions of this Section 3.3.