Common use of Stockholder Voting Clause in Contracts

Stockholder Voting. (i) Except as otherwise set forth below, in the event the Board approves and recommends that the Company’s stockholders vote in favor of a transaction that requires approval of the Company’s stockholders relating to mergers, acquisitions or other business combinations or extraordinary transactions involving the Company, or the issuance of Securities in connection with any such transaction (in each such case, other than a Sale Transaction), the MSD Stockholders, severally and not jointly, agree with the Company (and not any other party hereto) to, at any applicable meeting of stockholders of the Company, however called, including any adjournment, recess or postponement thereof, to the extent that their shares of Common Stock are entitled to vote thereon, (A) appear at each such meeting or otherwise cause all of the Common Stock beneficially owned by such MSD Stockholder (and for which the MSD Stockholders have the right to vote) as of the applicable record date to be counted as present thereat for purposes of calculating a quorum and (B) vote (or cause to be voted), in person or by proxy, all of such MSD Stockholder’s Common Stock as of the applicable record date in favor of such transaction. Notwithstanding the foregoing, no MSD Stockholder shall have any obligations with respect to any transaction pursuant to this Section 3.2(c)(i) unless (x) MSD (or any MSD Director Nominee who is an Immediate Family Member of MSD) has voted in favor of the applicable transaction in his or her capacity as a director, (y) the Board has not “changed” or “withdrawn” its recommendation that the Company’s stockholders vote in favor of such applicable transaction and (z) such applicable transaction does not require any MSD Stockholder to forfeit, terminate or relinquish any or all of its rights under this Agreement (for the avoidance of doubt, any increase to the size of the Board or grant of director nomination rights to any Person in connection with any such transaction shall not be deemed to be a forfeiture, termination or relinquishment of the MSD Stockholders’ rights so long as such transaction does not otherwise limit the MSD Stockholders’ ability to nominate directors pursuant to Section 3.1(a)(i)(A)). (ii) Except as otherwise set forth below, in the event the Board approves and recommends that the Company’s stockholders vote in favor of a transaction that requires approval of the Company’s stockholders relating to mergers, acquisitions or other business combinations or extraordinary transactions involving the Company, or the issuance of Securities in connection with any such transaction (in each such case, other than a Sale Transaction), the SLP Stockholders, severally and not jointly, agree with the Company (and not any other party hereto) to, at any applicable meeting of stockholders of the Company, however called, including any adjournment, recess or postponement thereof, to the extent that their shares of Common Stock are entitled to vote thereon, (A) appear at each such meeting or otherwise cause all of the Common Stock beneficially owned by such SLP Stockholder (and for which the SLP Stockholders have the right to vote) as of the applicable record date to be counted as present thereat for purposes of calculating a quorum and (B) vote (or cause to be voted), in person or by proxy, all of such SLP Stockholder’s Common Stock as of the applicable record date in favor of such transaction. Notwithstanding the foregoing, no SLP Stockholder shall have any obligations with respect to any transaction pursuant to this Section 3.2(c)(ii) unless (x) Xxxx Xxxxxx (or any SLP Director Nominee who is a Managing Director of SLP) has voted in favor of the applicable transaction in his or her capacity as a director, (y) the Board has not “changed” or “withdrawn” its recommendation that the Company’s stockholders vote in favor of such applicable transaction and (z) such applicable transaction does not require any SLP Stockholder to forfeit, terminate or relinquish any or all of its rights under this Agreement (for the avoidance of doubt, any increase to the size of the Board or grant of director nomination rights to any Person in connection with any such transaction shall not be deemed to be a forfeiture, termination or relinquishment of the SLP Stockholders’ rights so long as such transaction does not otherwise limit the SLP Stockholders’ ability to nominate directors pursuant to Section 3.1(a)(i)(A)).

Stockholder Voting. (ia) Except as otherwise set forth belowprovided in this Restated Certificate of Incorporation or required by law, in the event the Board approves and recommends that the Company’s with respect to all matters upon which stockholders vote in favor of a transaction that requires approval of the Company’s stockholders relating to mergers, acquisitions or other business combinations or extraordinary transactions involving the Company, or the issuance of Securities in connection with any such transaction (in each such case, other than a Sale Transaction), the MSD Stockholders, severally and not jointly, agree with the Company (and not any other party hereto) to, at any applicable meeting of stockholders of the Company, however called, including any adjournment, recess or postponement thereof, to the extent that their shares of Common Stock are entitled to vote thereonor to which stockholders are entitled to give consent, (A) appear at each such meeting or otherwise cause all the holders of any outstanding shares of Class A Stock and the holders of any outstanding shares of Class B Stock shall vote together without regard to class, and every holder of the Common outstanding shares of Class A Stock beneficially owned by such MSD Stockholder shall be entitled to cast thereon one (and for which the MSD Stockholders have the right to vote) as of the applicable record date to be counted as present thereat for purposes of calculating a quorum and (B1) vote (or cause to be voted), in person or by proxyproxy for each share of Class A Stock standing in such holder's name, all of such MSD Stockholder’s Common Stock as and every holder of the applicable record date outstanding shares of Class B Stock shall be entitled to cast thereon ten (10) votes in favor person or by proxy for each share of Class B Stock standing in such transaction. Notwithstanding holder's name. (b) Until such time as the foregoingoutstanding shares of Class B Stock no longer represent at least fifty percent (50%) of the Voting Power of the Voting Stock, no MSD Stockholder shall have any obligations with respect in addition to any transaction other vote required hereunder or by applicable law (and notwithstanding the fact that a lesser percentage may be specified by law or this Restated Certificate of Incorporation), the affirmative vote of the holders of one hundred percent (100%) of the Voting Power of all outstanding shares of Class B Stock, voting separately as a class, shall be required: (i) to amend, alter or repeal any provision of this Restated Certificate of Incorporation, other than an amendment to Article II to change the registered office or registered agent of the Corporation, and other than an amendment effected pursuant to this Section 3.2(c)(i151(g) unless of the DGCL (or any successor provision thereto); or (ii) for (x) MSD the disposition, directly or indirectly, by the Corporation (or any MSD Director Nominee who is an Immediate Family Member of MSDby one or more direct or indirect subsidiaries thereof) has voted in favor by sale, merger, new issuances or otherwise, to a Person (other than the Corporation or a direct or indirect wholly owned subsidiary of the applicable Corporation), in any transaction or series of related transactions, of shares of the capital stock of one or more direct or indirect Subsidiaries of the Corporation which, in his the aggregate, hold all or her capacity as substantially all of the assets of the Corporation and its Subsidiaries on a director, consolidated basis or (y) the Board has not “changed” disposition, directly or “withdrawn” indirectly, by the Corporation (or by one or more direct or indirect subsidiaries thereof) by sale, merger or otherwise, (other than to the Corporation or a direct or indirect wholly owned subsidiary of the Corporation) in any transaction or series of related transactions outside the ordinary course of the business of the Corporation, of all or substantially all of the assets of the Corporation and its recommendation that Subsidiaries on a consolidated basis, except, in each case referred to in the Company’s stockholders vote in favor of such applicable transaction foregoing clauses (x) and (z) such applicable transaction does not require y), for pledges, grants of security interests, security deeds, mortgages or similar encumbrances securing bona fide indebtedness, and any MSD Stockholder to forfeit, terminate or relinquish any or all of its rights under this Agreement (for the avoidance of doubt, any increase to the size of the Board or grant of director nomination rights to any Person foreclosure in connection with any such transaction shall not be deemed to be a forfeiture, termination or relinquishment of the MSD Stockholders’ rights so long as such transaction does not otherwise limit the MSD Stockholders’ ability to nominate directors pursuant to Section 3.1(a)(i)(A))respect thereof. (iic) Except In addition to any other vote required hereunder or by applicable law, the affirmative vote of the holders of a majority of the combined Voting Power of the Voting Stock, voting together as otherwise set forth belowa single class, shall be required for (x) the disposition, directly or indirectly, by the Corporation (or by one or more direct or indirect subsidiaries thereof) by sale, merger, new issuances or otherwise, to a Person (other than the Corporation or a direct or indirect wholly owned subsidiary of the Corporation), in any transaction or series of related transactions, of shares of the capital stock of one or more direct or indirect Subsidiaries of the Corporation which, in the event the Board approves and recommends that the Company’s stockholders vote in favor of a transaction that requires approval of the Company’s stockholders relating to mergersaggregate, acquisitions hold all or other business combinations or extraordinary transactions involving the Company, or the issuance of Securities in connection with any such transaction (in each such case, other than a Sale Transaction), the SLP Stockholders, severally and not jointly, agree with the Company (and not any other party hereto) to, at any applicable meeting of stockholders of the Company, however called, including any adjournment, recess or postponement thereof, to the extent that their shares of Common Stock are entitled to vote thereon, (A) appear at each such meeting or otherwise cause substantially all of the Common Stock beneficially owned by such SLP Stockholder (and for which the SLP Stockholders have the right to vote) as assets of the applicable record date to be counted as present thereat for purposes of calculating Corporation and its Subsidiaries on a quorum and (B) vote (consolidated basis or cause to be voted), in person or by proxy, all of such SLP Stockholder’s Common Stock as of the applicable record date in favor of such transaction. Notwithstanding the foregoing, no SLP Stockholder shall have any obligations with respect to any transaction pursuant to this Section 3.2(c)(ii) unless (x) Xxxx Xxxxxx (or any SLP Director Nominee who is a Managing Director of SLP) has voted in favor of the applicable transaction in his or her capacity as a director, (y) the Board has not “changed” disposition, directly or “withdrawn” indirectly, by the Corporation (or by one or more direct or indirect subsidiaries thereof) by sale, merger or otherwise, (other than to the Corporation or a direct or indirect wholly owned subsidiary of the Corporation) in any transaction or series of related transactions outside the ordinary course of the business of the Corporation, of all or substantially all of the assets of the Corporation and its recommendation that Subsidiaries on a consolidated basis, except, in each case referred to in the Company’s stockholders vote in favor of such applicable transaction foregoing clauses (x) and (zy), for pledges, grants of security interests, security deeds, mortgages or similar encumbrances securing bona fide indebtedness, and any foreclosure in respect thereof. (d) Until such applicable transaction does not require any SLP Stockholder to forfeit, terminate or relinquish any or all time as the outstanding shares of its rights under this Agreement Class B Stock no longer represent at least fifty (for the avoidance of doubt, any increase to the size 50%) percent of the Board or grant Voting Power of director nomination rights the Voting Stock, in addition to any Person in connection with any such transaction shall not be deemed to be a forfeitureother vote required hereunder or by applicable law, termination or relinquishment the affirmative vote of the SLP Stockholders’ rights holders of a majority of the Voting Power of all outstanding shares of Class A Stock, voting separately as a class, shall be required to amend the definition of Termination Date as specified in Article III so long as such transaction does not otherwise limit to extend the SLP Stockholders’ ability date specified in clause (i) thereof or to nominate directors pursuant to Section 3.1(a)(i)(A))reduce the percentage specified in clause (ii) thereof.

Stockholder Voting. (ia) Except as otherwise set forth below, The provisions of this Section 1 are intended to govern the manner in which the event Stockholders vote their shares of Stock with respect to the Board approves and recommends that the Company’s stockholders vote in favor election of a transaction that requires approval directors of the Company’s stockholders relating to mergers, acquisitions as permitted by the applicable provisions of the Delaware General Corporation Law (the “DGCL”). The Stockholders intend that the provisions of this Section 1 be construed as a stockholder agreement and governed by Section 218(c) of the DGCL, or other business combinations or extraordinary transactions involving any successor provision of the DGCL thereto. (b) Without limiting the generality of Section 1(a), for a duration of ten (10) years from the date hereof, at each annual meeting of Stockholders, and at each special meeting of the Stockholders called for the purpose of electing directors of the Company, and at any time at which Stockholders have the right to, or shall, vote for or consent in writing to the issuance election of Securities in connection with any such transaction the directors of the Company (including replacement and/or substitute directors), each Stockholder shall, in each such case, other than a Sale Transactionvote (or consent in writing, as the case may be), with respect to all shares of Stock owned by them, in favor of any and all director nominees designated by Holdings. (c) Except as specifically provided in this Agreement, the MSD Stockholdersexistence of this Agreement shall not affect a Stockholder’s right to vote his shares of Stock or receive any dividends thereon. (d) By executing this Agreement, severally each Stockholder, in furtherance of the transactions contemplated hereby, and not jointlyto secure the performance by such Stockholder of his, agree her or its duties under this Agreement, hereby irrevocably appoints either Xxxxxxx Xxxxxxx or Xxxxx X. Xxxxx, or both, as the attorney, agent and proxy for the undersigned and in the name, place and stead of the undersigned, in respect of any of the matters set forth in this Section 1, to vote or, if applicable, to give written consent, in accordance with the Company provisions of this Section 1 and otherwise act (and not any other party heretoconsistent with the terms of this Agreement) to, at any applicable meeting of stockholders with respect to all shares of the Company, however called, including any adjournment, recess Stock held by such Stockholder which such Stockholder is or postponement thereof, to the extent that their shares of Common Stock are may be entitled to vote thereon, (A) appear at each such any meeting or otherwise cause all of the Common Stock beneficially owned by such MSD Stockholder (Company held after the date hereof, whether annual or special and for which the MSD Stockholders have the right whether or not an adjourned meeting, or, if applicable, to vote) as of the applicable record date to be counted as present thereat for purposes of calculating a quorum and (B) vote (or cause to be voted), in person or by proxy, all of such MSD Stockholder’s Common Stock as of the applicable record date in favor of such transaction. Notwithstanding the foregoing, no MSD Stockholder shall have any obligations give written consent with respect to thereto. This proxy is coupled with an interest, shall be irrevocable and binding on any transaction pursuant to this Section 3.2(c)(i) unless (x) MSD (or any MSD Director Nominee who is an Immediate Family Member successor in interest of MSD) has voted in favor of the applicable transaction in his or her capacity as a director, (y) the Board has not “changed” or “withdrawn” its recommendation that the Company’s stockholders vote in favor of such applicable transaction each Stockholder and (z) such applicable transaction does not require any MSD Stockholder to forfeit, terminate or relinquish any or all of its rights under this Agreement (for the avoidance of doubt, any increase to the size of the Board or grant of director nomination rights to any Person in connection with any such transaction shall not be deemed terminated by operation of law upon the occurrence of any event, including the death or incapacity of any Stockholder. The proxy set forth in this Section 1(d) shall operate to be a forfeiture, termination or relinquishment revoke any prior proxy as to the shares of Stock heretofore granted by any Stockholder and shall terminate on the tenth (10th) year anniversary of the MSD Stockholders’ rights so long as such transaction does not otherwise limit the MSD Stockholders’ ability to nominate directors pursuant to date hereof. This proxy has been executed in accordance with Section 3.1(a)(i)(A)). (ii) Except as otherwise set forth below, in the event the Board approves and recommends that the Company’s stockholders vote in favor of a transaction that requires approval 212 of the Company’s stockholders relating to mergers, acquisitions or other business combinations or extraordinary transactions involving the Company, or the issuance of Securities in connection with any such transaction (in each such case, other than a Sale Transaction), the SLP Stockholders, severally and not jointly, agree with the Company (and not any other party hereto) to, at any applicable meeting of stockholders of the Company, however called, including any adjournment, recess or postponement thereof, to the extent that their shares of Common Stock are entitled to vote thereon, (A) appear at each such meeting or otherwise cause all of the Common Stock beneficially owned by such SLP Stockholder (and for which the SLP Stockholders have the right to vote) as of the applicable record date to be counted as present thereat for purposes of calculating a quorum and (B) vote (or cause to be voted), in person or by proxy, all of such SLP Stockholder’s Common Stock as of the applicable record date in favor of such transaction. Notwithstanding the foregoing, no SLP Stockholder shall have any obligations with respect to any transaction pursuant to this Section 3.2(c)(ii) unless (x) Xxxx Xxxxxx (or any SLP Director Nominee who is a Managing Director of SLP) has voted in favor of the applicable transaction in his or her capacity as a director, (y) the Board has not “changed” or “withdrawn” its recommendation that the Company’s stockholders vote in favor of such applicable transaction and (z) such applicable transaction does not require any SLP Stockholder to forfeit, terminate or relinquish any or all of its rights under this Agreement (for the avoidance of doubt, any increase to the size of the Board or grant of director nomination rights to any Person in connection with any such transaction shall not be deemed to be a forfeiture, termination or relinquishment of the SLP Stockholders’ rights so long as such transaction does not otherwise limit the SLP Stockholders’ ability to nominate directors pursuant to Section 3.1(a)(i)(A))DGCL.