Common use of Shareholder Voting Clause in Contracts

Shareholder Voting. With respect to any matter described in Section 2.3(a)(i)-(xxiii) (a “Veto Matter”) that is brought to a vote of the Shareholders, the approval of such Veto Matter shall require the affirmative written vote of each Shareholder party to this Agreement owning (together with its Permitted Transferees) the Minimum Shareholders Amount (a “Veto Shareholder”). At least five Business Days prior to any Shareholders’ meeting at which a vote on a Veto Matter is scheduled to occur, the Veto Shareholders shall notify the other Veto Shareholders of their vote on such Veto Matter. If the Veto Shareholders are not unanimous in their approval of such Veto Matter, or if at least one of the Veto Shareholders has failed to notify the other Veto Shareholders of its vote on such veto Matter, each Veto Shareholder shall oppose such matter at the shareholders meeting unless the Veto Shareholder that failed to notify the other Veto Shareholders of its vote on such matter votes in favor of the approval of such Veto Matter at such meeting. If all Veto Shareholders are in unanimous agreement to approve such Veto Matter, they shall vote accordingly at the Shareholders’ meeting. If the Veto Shareholders are not unanimous in their approval of such Veto Matter, or if one of the Veto Shareholders has failed to notify the other Veto Shareholders of its vote on such matter, each Veto Shareholder shall oppose such matter at the shareholders meeting unless the Veto Shareholder that failed to so notify the other Veto Shareholders votes in favor of the approval of such Veto Matter at such meeting. The Company, upon becoming a party hereto, shall not take any action or permit a Controlled Company to take any action with respect to a Veto Matter that has been brought to a vote of the Shareholders unless the Veto Shareholders have voted unanimously to approve such matter. For so long as CVH owns a beneficial interest, directly or indirectly, in VLG, in the event that a matter other than a Veto Matter is brought to a vote of the Shareholders, VLG shall only participate in such meeting of Shareholders if any Company Shares held by VLG shall be voted as instructed by CVH or otherwise not attend such meeting. The agenda for any Shareholders’ meeting shall not include a Veto Matter and a matter other than a Veto Matter under the same point of the agenda for such Shareholders’ meeting.

Shareholder Voting. With (a) Each of the Shareholders hereby agrees that it will attend and take all necessary actions to constitute a portion of the applicable quorum at any relevant meeting of the shareholders of the Company, and at any such meeting (or in any action in lieu thereof) it will vote all of the Ordinary Shares then owned by it in accordance with, and to fully give effect to, the terms of this Agreement, and, to the extent not contrary to the terms of this Agreement or applicable law or regulation, with the recommendations of the Board of Directors of the Company with respect to any matter described in Section 2.3(a)(i)-(xxiii) (a “Veto Matter”) that is brought resolutions or other matters submitted to a vote of the Shareholdersshareholders of the Company (other than matters relating to the election of directors which are explicitly governed by Section 1.1 hereof); provided, however, that no Group shall be obligated by this Section 1.5(a) to vote in accordance with the approval recommendations of the Board of Directors to the extent that (i) such vote relates to a merger (which merger results in a Change of Control (as defined below) or sale of all or substantially all of the Company or a reorganization or restructuring of the Company changing the rights of shareholders in a significant and adverse manner or a transaction with substantially similar results or (ii) such Group in reasonable good faith determines that voting in accordance with such recommendation is directly and materially adverse to the interests of such Veto Matter Group, solely in its capacity as a shareholder(s) of the Company (provided, that notwithstanding the preceding proviso, all of the Groups shall require at all times be required to comply with all of the affirmative written vote other terms of each Shareholder party to this Agreement owning (together with its Permitted Transferees) the Minimum Shareholders Amount (a “Veto Shareholder”Agreement). At least five Business Days prior Subject to any Shareholders’ meeting at which a vote on a Veto Matter is scheduled to occurSection 2.1(b) hereof, in the Veto Shareholders shall notify event that the other Veto Shareholders Board of their vote on such Veto Matter. If the Veto Shareholders are not unanimous in their approval of such Veto Matter, or if at least one of the Veto Shareholders has failed to notify the other Veto Shareholders of its vote on such veto Matter, each Veto Shareholder shall oppose such matter at the shareholders meeting unless the Veto Shareholder that failed to notify the other Veto Shareholders of its vote on such matter votes in favor of the approval of such Veto Matter at such meeting. If all Veto Shareholders are in unanimous agreement to approve such Veto Matter, they shall vote accordingly at the Shareholders’ meeting. If the Veto Shareholders are not unanimous in their approval of such Veto Matter, or if one of the Veto Shareholders has failed to notify the other Veto Shareholders of its vote on such matter, each Veto Shareholder shall oppose such matter at the shareholders meeting unless the Veto Shareholder that failed to so notify the other Veto Shareholders votes in favor of the approval of such Veto Matter at such meeting. The Company, upon becoming a party hereto, Directors shall not take make any action or permit a Controlled Company to take any action recommendation with respect to a Veto Matter that has been brought any such resolution or other matter submitted to a vote of the Shareholders unless the Veto Shareholders have voted unanimously to approve such matter. For so long as CVH owns a beneficial interest, directly or indirectly, in VLG, in the event that a matter other than a Veto Matter is brought to a vote shareholders of the ShareholdersCompany, VLG each of the Shareholders shall only participate in be free, subject to compliance with the terms of this Agreement, to vote thereon as such Shareholder deems appropriate. (b) For a period of three (3) years from the date of this Agreement, each of the Shareholders hereby agrees that at any meeting of Shareholders if any Company Shares held by VLG shall be voted as instructed by CVH or otherwise not attend such meeting. The agenda for any Shareholders’ meeting shall not include a Veto Matter and a matter other than a Veto Matter under the same point shareholders of the agenda for Company (or in any action in lieu thereof) it will vote all of the Ordinary Shares then owned by it in favor of, and will (to the extent permitted by applicable law) direct its respective nominee(s) on the Board of Directors of the Company to vote at any meeting of, or in any action by, the Board of Directors in favor of the retention in their respective offices of all senior officers of the Company holding such Shareholders’ meetingoffices as of the date of this Agreement, including, but not limited to, the Chairman, the Chief Executive Officer, the President, the Chief Operating Officer, the General Counsel and the Chief Financial Officer of the Company; provided, however, that nothing in this Section 1.5(b) shall require any nominee to the Board of Directors of the Company to vote in any manner which such nominee in good faith determines will violate such nominee's fiduciary duties under applicable law.