Common use of Solicitation and Voting of Shares Clause in Contracts

Solicitation and Voting of Shares. (a) Hexcel shall use commercially reasonable efforts to solicit from the stockholders of Hexcel eligible to vote for the election of directors proxies in favor of the Board nominees selected in accordance with Section 2.02. (b) In any election of directors or at any meeting of the stockholders of Hexcel called expressly for the removal of directors, for so long as the Board includes (and will include after any such removal) Investor Directors contemplated by Section 2.02, the Investors shall be present for purposes of establishing a quorum and shall vote all their Voting Securities entitled to vote (1) in favor of any nominee or director selected in accordance with Section 2.02, (2) in favor of any nominee or director placed by Hexcel on the slate of directors presented to stockholders for election to the Board in accordance with the terms of any stockholders agreement, existing on the date hereof, between Hexcel and a holder or holders of Voting Securities, (3) against the removal of any director designated in accordance with Section 2.02 hereof and (4) against the removal of any director placed by Hexcel on the slate of directors presented to stockholders for election to the Board and elected to the Board by the stockholders in accordance with the terms of any stockholders agreement, existing on the date hereof, between Hexcel and a holder or holders of Voting Securities. Except as provided above and in Section 3.03, the Investors shall be free to vote in their sole discretion all their Voting Securities entitled to vote on any other matter submitted to or acted upon by stockholders; provided, however, that the Investors shall vote against any amendment to Hexcel's certificate of incorporation with respect to the directors' and officers' indemnification provisions contained therein which would adversely affect the rights thereunder of the Indemnified Individuals at any time prior to such vote, except for such modifications as are required by applicable law.

Solicitation and Voting of Shares. (a) Hexcel In connection with each Election Meeting, the Company shall use commercially its reasonable best efforts to solicit from the stockholders of Hexcel the Company eligible to vote for the election of directors proxies in favor of the Board nominees selected RGGPLS Nominees and Xxxxxxx Nominees included in the Company Proxy Statement in accordance with Section 2.023.02. (b) In At each Election Meeting, each Stockholder hereby agrees (x) if any election of directors annual or at any special meeting of the stockholders of Hexcel called expressly for the removal of directorsCompany is held, for so long to appear at such meeting or otherwise cause its Shares to be counted as the Board includes (and will include after any such removal) Investor Directors contemplated by Section 2.02, the Investors shall be present thereat for purposes of establishing a quorum quorum, and shall vote all their Voting Securities entitled (y) to vote or to act by written consent with respect to (1or cause to be voted or acted upon by written consent), (i) all Shares for which such Stockholder thereof is the record holder or beneficial owner at the time of such vote or action by written consent and (ii) all Shares as to which such Stockholder thereof at the time of such vote or action by written consent has voting control, in each case: (A) In favor of all of the RGGPLS Nominees and Xxxxxxx Nominees (or, if applicable, in favor of any nominee or director selected in accordance with Section 2.02, (2) in favor a Requested Removal of any nominee RGGPLS Director or director placed by Hexcel on Xxxxxxx Director) that are included in the slate Company Proxy Statement; and (B) Against (i) the election of directors presented to stockholders for election any person or persons nominated in opposition to the Board in accordance with the terms of any stockholders agreement, existing on the date hereof, between Hexcel and a holder RGGPLS Nominees or holders of Voting Securities, Xxxxxxx Nominees or (3ii) against the removal (other than a Requested Removal) of any director designated in accordance with Section 2.02 hereof and the RGGPLS Directors or Xxxxxxx Directors. (4c) against the removal of any director placed by Hexcel on the slate of directors presented to stockholders for election to the Board and elected to the Board by the stockholders in accordance with the terms of any stockholders agreement, existing on the date hereof, between Hexcel and a holder or holders of Voting Securities. Except as provided above and in Section 3.03, the Investors shall be free to vote in their sole discretion all their Voting Securities entitled to vote on In any other matter submitted to or acted upon by stockholders; provided, however, that the Investors shall a vote against any amendment to Hexcel's certificate of incorporation with respect to the directors' and officers' indemnification provisions contained therein which would adversely affect the rights thereunder of the Indemnified Individuals at stockholders of the Company, each Stockholder may vote any time prior to such vote, except for such modifications as are required by applicable lawor all of its Shares in its sole discretion.

Solicitation and Voting of Shares. (a) Hexcel shall use commercially reasonable efforts to solicit from the stockholders of Hexcel eligible to vote for the election of directors proxies in favor of the Board nominees selected in accordance with Section 2.02. (b) In any election of directors or at any meeting of the stockholders of Hexcel called expressly for the removal of directors, for so long as the Board includes (and will include after any such removal) Investor Directors contemplated by Section 2.02, the Investors shall be present for purposes of establishing a quorum and shall vote all their Voting Securities entitled to vote (1) in favor of any nominee or director selected in accordance with Section 2.02, (2) in favor of any nominee or director placed by Hexcel on the slate of directors presented to stockholders for election to the Board in accordance with the terms of any stockholders agreement, existing on the date hereof, between Hexcel and a holder or holders of Voting Securities, (3) against the removal of any director designated in accordance with Section 2.02 hereof and (4) against the removal of any director placed by Hexcel on the slate of directors presented to stockholders for election to the Board and elected to the Board by the stockholders in accordance with the terms of any stockholders agreement, existing on the date hereof, between Hexcel and a holder or holders of Voting Securities. Except as provided above and in Section 3.03, the Investors shall be free to vote in their sole discretion all their Voting Securities entitled to vote on any other matter submitted to or acted upon by stockholders; providedPROVIDED, howeverHOWEVER, that the Investors shall vote against any amendment to Hexcel's certificate of incorporation with respect to the directors' and officers' indemnification provisions contained therein which would adversely affect the rights thereunder of the Indemnified Individuals at any time prior to such vote, except for such modifications as are required by applicable law.

Solicitation and Voting of Shares. (a) Hexcel Newco shall use commercially reasonable --------------------------------- its best efforts to solicit from the stockholders of Hexcel Newco eligible to vote for the election of directors Directors proxies in favor of the Board nominees selected in accordance with Section 2.022.01. (b) In any election of directors Directors or at any meeting of the stockholders of Hexcel Newco called expressly for the removal of directorsDirectors, for so long as the Board of Directors includes (and will include after any such removal) any number of Investor Directors contemplated by Section 2.022.01, the Investors Affiliated Equity Holders shall be present for purposes of establishing a quorum and shall vote all their shares of Voting Equity Securities entitled to vote (1i) in favor of any nominee or director Director selected in accordance with Section 2.02, 2.01 (2including any nominee designated as a "Management Director" or an "Independent Director" and any successor thereto) in favor and (ii) otherwise against the removal of any Director selected in accordance with Section 2.01 (including any nominee designated as a "Management Director" or director placed by Hexcel on an "Independent Director" and any successor thereto). Subject to Section 4.02(e), Section 4.03(d) and the slate terms of directors presented the Irrevocable Proxy, in any other matter submitted to a vote of the stockholders for election to of the Board Company, Sprint may vote any or all of its Voting Equity Securities in accordance with the terms thereof. (c) The Affiliated Equity Holders will, and will cause any of any stockholders agreement, existing on the date hereof, between Hexcel and a holder or holders of Voting Securities, their Affiliates (3) against the removal of any director designated in accordance with Section 2.02 hereof and (4) against the removal of any director placed by Hexcel on the slate of directors presented to stockholders for election to the Board and elected to the Board by the stockholders in accordance with the terms of any stockholders agreement, existing on the date hereof, between Hexcel and a holder or holders of Voting Securities. Except as provided above and in Section 3.03other than Newco, the Investors shall be free to vote in their sole discretion all their Voting Securities entitled to vote on any other matter submitted to or acted upon by stockholders; provided, however, that the Investors shall vote against any amendment to Hexcel's certificate of incorporation with respect to the directors' Company and officers' indemnification provisions contained therein which would adversely affect the rights thereunder its Subsidiaries) who are permitted transferees of the Indemnified Individuals at any time prior Affiliated Equity Holders' rights under this Agreement to, take all action as stockholders of Newco as necessary to such vote, except for such modifications as are required by applicable laweffect the provisions of this Agreement.

Solicitation and Voting of Shares. (a) Hexcel Xxxxxxxx American shall use commercially its reasonable best efforts to solicit from the stockholders of Hexcel its shareholders eligible to vote for the election of directors Directors proxies in favor of the Board nominees selected in accordance with Section 2.022.01. (b) In any election of directors Directors or at any meeting of the stockholders shareholders of Hexcel Xxxxxxxx American called expressly for the removal of directorsDirectors, for so long as the Board includes (and of Directors will include after any such removalmeeting (assuming for this calculation that management's entire slate of nominees is elected at such meeting) the number of Investor Directors contemplated by Section 2.022.01, the Investors each Investor Party shall be present attend in person or by proxy for purposes of establishing a quorum and shall vote all their shares of Voting Securities entitled to vote Stock (1i) in favor of any nominee or director Director selected in accordance with Section 2.02, (22.01 and(ii) in favor of any nominee or director placed by Hexcel on the slate of directors presented to stockholders for election to the Board in accordance with the terms of any stockholders agreement, existing on the date hereof, between Hexcel and a holder or holders of Voting Securities, (3) otherwise against the removal of any director Director designated in accordance with Section 2.02 hereof and (4) against the removal of any director placed by Hexcel on the slate of directors presented to stockholders for election to the Board and elected to the Board by the stockholders in accordance with the terms of any stockholders agreement, existing on the date hereof, between Hexcel and a holder or holders of Voting Securities. Except as provided above and in Section 3.03, the Investors shall be free to vote in their sole discretion all their Voting Securities entitled to vote on any other matter submitted to or acted upon by stockholders2.01; provided, however, that the Investors shall vote against any amendment to Hexcel's certificate of incorporation Investor Parties will have no obligation under this sentence with respect to the directors' and officers' indemnification provisions contained therein which would adversely affect election of Directors at a meeting of Xxxxxxxx American shareholders where a Person (other than Xxxxxxxx American, an Investor Party, a Person that is part of a 13D Group with any Investor Party or any Person on the rights thereunder behalf of any of them) has made a material effort to solicit proxies in favor of a different slate of nominees for election to the Board at such meeting. In any other matter submitted to a vote of the Indemnified Individuals shareholders of Xxxxxxxx American, the Investor Parties may vote any or all of their shares in their sole discretion; provided, however, that in the event B&W shall have the right to approve a matter pursuant to Section 2.04(b) or 2.04(c) and B&W has elected not to exercise such approval right, the Investor Parties shall vote to approve such matter at any time prior meeting of shareholders held in connection therewith. (c) Each Investor Party hereby appoints Xxxxxxxx American and any designee of Xxxxxxxx American, each of them individually, its proxy and attorney-in-fact, with full power of substitution and resubstitution (i) to vote or act by written consent with respect to all of B&W's Voting Stock which it has the right to vote pursuant to the first sentence of Section 2.02(b) or the proviso to the second sentence of Section 2.02(b) and (ii) to sign its name (as shareholder) to any consent, certificate or other document relating to Xxxxxxxx American that the law of the State of North Carolina may permit or require in connection with any matter referred to in clause (i). This proxy is given to secure the performance of the duties of each Investor Party under this Agreement, and its existence will not be deemed to relieve any Investor Party of its obligations under Section 2.02(b). Each Investor Party affirms that this proxy is coupled with an interest and is irrevocable until termination of this Agreement pursuant to Section 6.11, whereupon such voteproxy and power of attorney shall automatically terminate. Each Investor Party shall take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy. For Voting Stock as to which any Investor Party is the beneficial but not the record owner, except for each Investor Party will cause any record owner of such modifications Voting Stock to xxxxx Xxxxxxxx American a proxy to the same effect as are required by applicable lawthat contained herein. Each Investor Party represents that any proxy heretofore given in respect of such Voting Stock is not irrevocable, and hereby revokes any and all such proxies. This Section 2.02(c) shall not limit any Investor Party's right to vote pursuant to the second sentence of Section 2.02(b) (other than pursuant to the proviso thereof) and shall not operate to grant any proxy to any Person in connection therewith. (d) B&W agrees that it will take all action as a shareholder of Xxxxxxxx American, or as is otherwise reasonably within its control, as necessary to effect the provisions of this Agreement.

Solicitation and Voting of Shares. (a) Hexcel The Company shall use commercially reasonable its best efforts to solicit from the stockholders of Hexcel the Company eligible to vote for the election of directors Directors proxies in favor of the Board Company Management Directors and the nominees selected designated in accordance with Section 2.024.1 hereof or the removal of any Director pursuant to Section 4.1(h) or 4.1(j) hereof. (b) In any election of directors Directors or at any meeting of the stockholders of Hexcel the Company called expressly for the removal of directorsDirectors, for so long as the Board of Directors includes (and will include after any such removal) Investor the number of Monsanto Directors contemplated by Section 2.024.1 hereof and so long as such meeting is properly called and Monsanto is properly notified in accordance with the Company's by-laws and certificate of incorporation, the Investors Monsanto and its Affiliates shall be present attend such meeting for purposes of establishing a quorum and shall vote all their shares of Voting Securities entitled to vote Stock (1i) in favor of any nominee or director selected Director designated in accordance with Section 2.024.1 hereof, (2ii) in favor of any nominee or director placed by Hexcel on the slate of directors presented to stockholders for election to the Board in accordance with the terms removal of any stockholders agreement, existing on the date Director as contemplated by Section 4.1(h) or 4.1(j) hereof, between Hexcel and a holder or holders of Voting Securities, (3iii) otherwise against the removal of any director Director designated in accordance with Section 2.02 4.1 hereof (other than in cases of removal of a Director for cause); provided, however, that, if Monsanto and its Affiliates elect to cumulate their votes in accordance with the Company's by-laws and certificate of incorporation, then, in any vote electing Monsanto Directors, Monsanto and its Affiliates may cast all of their votes in favor of one (41) or more of the Monsanto Directors designated by Monsanto and in any vote with respect to the removal of a Monsanto Director, Monsanto and its Affiliates may cast all or any portion of their votes either in favor or against the removal of any director placed by Hexcel on the slate of directors presented Monsanto Director unless a Monsanto Director is otherwise required to stockholders for election to the Board and elected to the Board by the stockholders be removed in accordance with the terms of any stockholders agreement, existing on the date Section 4.1(h) hereof, between Hexcel and a holder or holders of Voting Securities. Except as provided above and in Section 3.03, the Investors shall be free to vote in their sole discretion all their Voting Securities entitled to vote on In any other matter submitted to a vote of the stockholders of the Company, Monsanto and its Affiliates may vote any or acted upon by stockholdersall of their shares in their sole discretion. 15 (c) Monsanto agrees that it will, and will cause any of its Subsidiaries (other than the Company and its Subsidiaries) to, take all action as a stockholder of the Company or as is otherwise reasonably within its control, as necessary to effect the provisions of this Agreement, including, without limitation, voting all shares of Voting Stock in favor of all persons nominated in accordance with Section 4.1 hereof; provided, however, that, if Monsanto cannot so take actions to give effect to all of the provisions of this Agreement, it may first take actions to ensure that the Investors shall vote against any amendment to Hexcel's certificate it receives all of incorporation with respect its benefits hereunder and then, to the directors' and officers' indemnification extent possible, to give effect to the provisions contained therein which would adversely affect the rights thereunder in favor of the Indemnified Individuals at any time prior to such vote, except for such modifications as are required by applicable lawCompany.

Solicitation and Voting of Shares. (a) Hexcel shall use commercially reasonable efforts to solicit from During the period that commences at the Effective Time and ends on the third anniversary of the Closing Date, in connection with each annual meeting of the stockholders of Hexcel the Company (and any adjournment thereof) and any special meeting of the stockholders of the Company called for the election of directors (and any adjournment thereof), (i) the Board of Directors shall recommend that the Company’s stockholders vote in favor of the election of the individuals designated by the Majority ZaZa Members in accordance with Section 2.01(c) (or any replacement nominee designed by the Majority ZaZa Members in accordance with Section 2.01(f)) and in favor of the election of the individuals nominated by the Nominating Committee in accordance with Section 2.01(d) (or Section 2.01(g), as applicable) and (ii) the Company shall solicit from its stockholders eligible to vote for the election of directors Directors at such annual or special meeting (or any adjournment thereof), as the case may be, proxies in favor of, and shall take all other actions as may be necessary and proper to cause the election as members of the Board of Directors, such designees of the Majority ZaZa Members and such nominees selected in accordance with Section 2.02of the Nominating Committee. (b) In any election During the period that commences at the Effective Time and ends on the third anniversary of directors or at any the Closing Date, in connection with each annual meeting of the stockholders of Hexcel the Company (and any adjournment thereof) and any special meeting of the stockholders of the Company called expressly for the removal election of directors, for so long as the Board includes directors (and will include after any such removal) Investor Directors contemplated adjournment thereof), each Stockholder shall attend in person or by Section 2.02, the Investors shall be present proxy for purposes of establishing a quorum and shall vote all their its shares of Voting Securities entitled to vote (1) Stock in favor of any nominee or director selected the election of the individuals designed by the Majority ZaZa Members in accordance with Section 2.02, 2.01(c) (2or any replacement nominee designed by the Majority ZaZa Members in accordance with Section 2.01(f)) and in favor of any nominee the election of the individuals nominated by the Nominating Committee in accordance with Section 2.01(d) (or director placed by Hexcel Section 2.01(g), as applicable). During the period that commences at Effective Time and ends on the slate third anniversary of directors presented to the Closing Date, in connection with each special meeting of the stockholders of the Company and any proposed action by written consent, each Stockholder shall vote, or execute consents in respect of, all its shares of Voting Stock against any proposed removal of any Director nominated for election or otherwise designated as a Director in accordance with Section 2.01. During the period that commences at the Effective Time and ends on the third anniversary of the Closing Date, each Stockholder shall vote, or execute consents in respect of, all its shares of Voting Stock against any proposed amendment to the Board Company’s Certificate of Incorporation and Bylaws that are inconsistent in any material respect with the provisions of this Agreement. Each Stockholder hereby appoints the Company, its designees, and each of them individually, as the sole and exclusive attorneys and proxies of such Stockholder, with full power of substitution and re-substitution, to the full extent of such Stockholder’s right, with respect to any Voting Stock, and empowers such attorneys and proxies to exercise all voting rights in accordance with the terms provisions of any stockholders agreement, existing on the date hereof, between Hexcel and a holder or holders of Voting Securities, this Section 2.02(b) (3) against the removal of any director designated in accordance with Section 2.02 hereof and (4) against the removal of any director placed by Hexcel on the slate of directors presented to stockholders for election to the Board and elected to the Board by the stockholders in accordance with the terms of any stockholders agreement, existing on the date hereof, between Hexcel and a holder or holders of Voting Securities. Except as provided above and in Section 3.03including, the Investors shall be free power to vote in their sole discretion all their Voting Securities entitled to vote on any other matter submitted to or acted upon by stockholders; provided, however, that the Investors shall vote against any amendment to Hexcel's certificate of incorporation execute and deliver written consents with respect to the directors' and officers' indemnification provisions contained therein which would adversely affect the rights thereunder such Voting Stock) of the Indemnified Individuals Stockholder during the period that commences at the Effective Time and ends on the third anniversary of the Closing Date at every annual or special meeting of the stockholders of the Company and in every written consent in lieu of any time prior to such votemeeting. Each Stockholder confirms that this proxy is irrevocable, except for such modifications as are required by applicable lawis coupled with an interest, and is granted in consideration of the Company entering into this Agreement.

Solicitation and Voting of Shares. (a) Hexcel shall use commercially reasonable efforts to solicit from the stockholders of Hexcel eligible to vote for the election of directors proxies in favor of the Board nominees selected in accordance with Section 2.02. (b) In Except as provided in Section 3.03, until the percentage of the Total Voting Power of Hexcel Beneficially Owned by Ciba falls below either (x) 15% if and so long as there is on file with the SEC any Statement on Schedule 13D or 13G (or any comparable successor form) showing Beneficial Ownership by any Person (other than Ciba or the Ciba Entities) of 10% or more of the Total Voting Power of Hexcel or (y) 10% in all other cases, (A) in any election of directors or at any meeting of the stockholders of Hexcel called expressly for the removal of directors, for so long as the Board includes (and will include after any such removal) Investor the Ciba Directors contemplated by Section 2.02, the Investors Ciba shall and shall cause any Ciba Entity to be present for purposes of establishing a quorum and shall vote and shall cause any Ciba Entity to vote all their its Voting Securities entitled to vote (1) in favor of any nominee or director selected in accordance with Section 2.02, 2.02 and (2) in favor of any nominee or director placed by Hexcel on the slate of directors presented to stockholders for election to the Board in accordance with the terms of any stockholders agreement, existing on the date hereof, between Hexcel and a holder or holders of Voting Securities, (3) otherwise against the removal of any director designated in accordance with Section 2.02 hereof and (4B) against in any other matter submitted to stockholders, Ciba shall and shall cause any Ciba Entity to be present for purposes of establishing a quorum and shall vote and shall cause any Ciba Entity to vote all its Voting Securities entitled to vote either, at the removal discretion of any director placed Ciba, (1) as recommended by Hexcel on the slate of directors presented to stockholders for election Board or (2) in proportion to the Board and elected votes cast with respect to the Board by the stockholders in accordance with the terms of any stockholders agreementOther Shares; provided, existing on the date hereofhowever, between Hexcel and a holder or holders of Voting Securities. Except that, except as provided above and in Section 3.03, the Investors Ciba and any Ciba Entity shall be free to vote in their sole discretion all their its Voting Securities entitled to vote in its sole discretion on any other matter the following matters submitted to stockholders so long as such matters were not submitted to stockholders, without the concurrence of the Board (or acted upon if with such concurrence so long as such concurrence is not obtained by stockholders; providedCiba in violation of this Agreement), however, that at the Investors shall vote against request of Ciba or any of its affiliates (other than Hexcel) or at the request of any Person acting on behalf of Ciba or any of its affiliates (other than Hexcel): (i) any amendment to Hexcel's certificate of incorporation (provided, however, that Ciba and any Ciba Entity shall vote against any such amendment that is inconsistent with respect to the directors' and officers' indemnification provisions contained therein which would adversely affect the rights thereunder Section 4.14 of the Indemnified Individuals at Strategic Alliance Agreement); (ii) any time prior merger, consolidation, acquisition or other business combination involving Hexcel or any Subsidiary of Hexcel; (iii) any sale, lease, transfer or other disposition of the business operations or assets of Hexcel; (iv) any recapitalization, restructuring or similar transaction or series of transactions involving Hexcel or any Significant Subsidiary of Hexcel; (v) any dissolution or complete or partial liquidation or similar arrangement of Hexcel or any Significant Subsidiary of Hexcel; (vi) any issuance of equity securities (other than pursuant to such votecustomary employee or director stock option or incentive compensation or similar plans and other than transactions solely among Hexcel and its Subsidiaries approved by the Board in accordance with this Agreement) or of any bonds, except debentures, notes or other securities convertible into, exchangeable for such modifications as are required or exercisable for equity securities; and (vii) entering into any material joint venture, collaboration or partnership by applicable lawHexcel or any Subsidiary of Hexcel.

Solicitation and Voting of Shares. (a) Hexcel shall use commercially reasonable efforts to solicit from the stockholders of Hexcel eligible to vote for the election of directors proxies in favor of the Board nominees selected in accordance with Section 2.02. (ba) In any election of directors or at any meeting of the stockholders of Hexcel called expressly for the removal of directors, for so long as the Board includes (and will include after any such removal) Investor Directors contemplated by Section 2.02, the Investors shall be present for purposes of establishing a quorum and shall vote all their Voting Securities entitled to vote (1) in favor of any nominee or director selected in accordance with Section 2.02, (2) in favor of any nominee or director placed by Hexcel on the slate of directors presented to stockholders for election to the Board in accordance with the terms of any stockholders agreement, existing on the date hereof, between Hexcel and a holder or holders of Voting Securities, (3) against the removal of any director designated in accordance with Section 2.02 hereof and (4) against the removal of any director placed by Hexcel on the slate of directors presented to stockholders for election to the Board and elected to the Board by the stockholders in accordance with the terms of any stockholders agreement, existing on the date hereof, between Hexcel and a holder or holders of Voting Securities. Except as provided above and in Section 3.03, the Investors shall be free to vote in their sole discretion all their Voting Securities entitled to vote on any other matter submitted to or acted upon by stockholders; provided, however, that the Investors shall vote against any amendment to Hexcel's certificate of incorporation with respect to the directors' and officers' indemnification provisions contained therein which would adversely affect the rights thereunder of the Indemnified Individuals at any time prior to such vote, except for such modifications as are required by applicable law.

Solicitation and Voting of Shares. (a) Hexcel The Company shall use commercially reasonable its best efforts to solicit from the stockholders of Hexcel the Company eligible to vote for the election of directors Directors proxies in favor of the Board Company Management Directors and the nominees selected designated in accordance with Section 2.024.1 hereof or the removal of any Director pursuant to Section 4.1(h) or 4.1(j) hereof. (b) In any election of directors Directors or at any meeting of the stockholders of Hexcel the Company called expressly for the removal of directorsDirectors, for so long as the Board of Directors includes (and will include after any such removal) Investor the number of Monsanto Directors contemplated by Section 2.024.1 hereof and so long as such meeting is properly called and Monsanto is properly notified in accordance with the Company's By-laws and Certificate of Incorporation, the Investors Monsanto and its Affiliates shall be present attend such meeting for purposes of establishing a quorum and shall vote all their shares of Voting Securities entitled to vote Stock (1i) in favor of any nominee or director selected Director designated in accordance with Section 2.024.1 hereof, (2ii) in favor of any nominee or director placed by Hexcel on the slate of directors presented to stockholders for election to the Board in accordance with the terms removal of any stockholders agreement, existing on the date Director as contemplated by Section 4.1(h) or 4.1(j) hereof, between Hexcel and a holder or holders of Voting Securities, (3iii) otherwise against the removal of any director Director designated in accordance with Section 2.02 4.1 hereof (other than in cases of removal of a Director for cause); provided, however, that, if Monsanto and its Affiliates elect to cumulate their votes in accordance with the Company's By-laws and Certificate of Incorporation, then, in any vote electing Monsanto Directors, Monsanto and its Affiliates may cast all of their votes in favor of one (41) or more of the Monsanto Directors designated by Monsanto and in any vote with respect to the removal of a Monsanto Director, Monsanto and its Affiliates may cast all or any portion of their votes either in favor or against the removal of any director placed by Hexcel on the slate of directors presented Monsanto Director unless a Monsanto Director is otherwise required to stockholders for election to the Board and elected to the Board by the stockholders be removed in accordance with the terms of any stockholders agreement, existing on the date Section 4.1(h) hereof, between Hexcel and a holder or holders of Voting Securities. Except as provided above and in Section 3.03, the Investors shall be free to vote in their sole discretion all their Voting Securities entitled to vote on In any other matter submitted to a vote of the stockholders of the Company, Monsanto and its Affiliates may vote any or acted upon by stockholdersall of their shares in their sole discretion. (c) Monsanto agrees that it will, and will cause any of its Subsidiaries (other than the Company and its Subsidiaries) to, take all action as a stockholder of the Company or as is otherwise reasonably within its control, as necessary to effect the provisions of this Agreement, including, without limitation, voting all shares of Voting Stock in favor of all persons nominated in accordance with Section 4.1 hereof; provided, however, that, if Monsanto cannot so take actions to give effect to all of the provisions of this Agreement, it may first take actions to ensure that the Investors shall vote against any amendment to Hexcel's certificate it receives all of incorporation with respect its benefits hereunder and then, to the directors' and officers' indemnification extent possible, to give effect to the provisions contained therein which would adversely affect the rights thereunder in favor of the Indemnified Individuals at any time prior to such vote, except for such modifications as are required by applicable lawCompany.

Solicitation and Voting of Shares. (a) Hexcel Xxxxxxxx American shall use commercially its reasonable best efforts to solicit from the stockholders of Hexcel its shareholders eligible to vote for the election of directors Directors proxies in favor of the Board nominees selected in accordance with Section 2.022.01. (b) In any election of directors Directors or at any meeting of the stockholders shareholders of Hexcel Xxxxxxxx American called expressly for the removal of directorsDirectors, for so long as the Board includes (and of Directors will include after any such removalmeeting (assuming for this calculation that management's entire slate of nominees is elected at such meeting) the number of Investor Directors contemplated by Section 2.022.01, the Investors each Investor Party shall be present attend in person or by proxy for purposes of establishing a quorum and shall vote all their shares of Voting Securities entitled to vote Stock (1i) in favor of any nominee or director Director selected in accordance with Section 2.02, (22.01 and(ii) in favor of any nominee or director placed by Hexcel on the slate of directors presented to stockholders for election to the Board in accordance with the terms of any stockholders agreement, existing on the date hereof, between Hexcel and a holder or holders of Voting Securities, (3) otherwise against the removal of any director Director designated in accordance with Section 2.02 hereof and (4) against the removal of any director placed by Hexcel on the slate of directors presented to stockholders for election to the Board and elected to the Board by the stockholders in accordance with the terms of any stockholders agreement, existing on the date hereof, between Hexcel and a holder or holders of Voting Securities. Except as provided above and in Section 3.03, the Investors shall be free to vote in their sole discretion all their Voting Securities entitled to vote on any other matter submitted to or acted upon by stockholders2.01; provided, however, that the Investors shall vote against any amendment to Hexcel's certificate of incorporation Investor Parties will have no obligation under this sentence with respect to the directors' and officers' indemnification provisions contained therein which would adversely affect election of Directors at a meeting of Xxxxxxxx American shareholders where a Person (other than Xxxxxxxx American, an Investor Party, a Person that is part of a 13D Group with any Investor Party or any Person on the rights thereunder behalf of any of them) has made a material effort to solicit proxies in favor of a different slate of nominees for election to the Board at such meeting. In any other matter submitted to a vote of the Indemnified Individuals shareholders of Xxxxxxxx American, the Investor Parties may vote any or all of their shares in their sole discretion; provided, however, that in the event the approval of B&W shall be required with respect to such matter pursuant to Section 2.04(b) or 2.04(c) and such approval shall have been given, the Investor Parties shall vote to approve such matter at any time prior meeting of shareholders held in connection therewith. (c) Each Investor Party hereby appoints Xxxxxxxx American and any designee of Xxxxxxxx American, each of them individually, its proxy and attorney-in-fact, with full power of substitution and resubstitution (i) to vote or act by written consent with respect to all of B&W's Voting Stock which it has the right to vote pursuant to the first sentence of Section 2.02(b) or the proviso to the second sentence of Section 2.02(b) and (ii) to sign its name (as shareholder) to any consent, certificate or other document relating to Xxxxxxxx American that the law of the State of North Carolina may permit or require in connection with any matter referred to in clause (i). This proxy is given to secure the performance of the duties of each Investor Party under this Agreement, and its existence will not be deemed to relieve any Investor Party of its obligations under Section 2.02(b). Each Investor Party affirms that this proxy is coupled with an interest and is irrevocable until termination of this Agreement pursuant to Section 6.11, whereupon such voteproxy and power of attorney shall automatically terminate. Each Investor Party shall take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy. For Voting Stock as to which any Investor Party is the beneficial but not the record owner, except for each Investor Party will cause any record owner of such modifications Voting Stock to xxxxx Xxxxxxxx American a proxy to the same effect as are required by applicable lawthat contained herein. Each Investor Party represents that any proxy heretofore given in respect of such Voting Stock is not irrevocable, and hereby revokes any and all such proxies. This Section 2.02(c) shall not limit any Investor Party's right to vote pursuant to the second sentence of Section 2.02(b) (other than pursuant to the proviso thereof) or pursuant to the proviso to the first sentence of Section 2.02(b) and shall not operate to grant any proxy to any Person in connection therewith. (d) B&W agrees that it will take all action as a shareholder of Xxxxxxxx American, or as is otherwise reasonably within its control, as necessary to effect the provisions of this Agreement.