Common use of Voting Agreement and Proxy Clause in Contracts

Voting Agreement and Proxy. (a) From and after the Effective Date and until the provisions of this paragraph 1 cease to be effective, each Shareholder shall vote all of his Shareholder Shares which are voting shares and any other voting securities of the Company over which such Shareholder has voting control and shall take all other necessary or desirable actions within such holder’s control (whether in such holder’s capacity as a shareholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including, without limitation, calling special board and shareholder meetings), so that: (i) the authorized number of directors on the Board shall be a number established by the Xxxx Group Shareholders from time to time, but shall in no event be less than three members; (ii) all members of the Board shall be representatives designated by the Xxxx Group Shareholders, determined by a vote of the Xxxx Group Shareholders owning a majority of the Bain Shares; (iii) the removal from the Board (with or without cause) of any representative designated hereunder by the Xxxx Group Shareholders shall be at the Xxxx Group Shareholders’ written request, respectively, but only upon such written request and under no other circumstances (in each case, determined on the basis of a vote of the holders of the majority of the Shareholder Shares held by such Persons); and (iv) in the event that any representative designated hereunder by the Xxxx Group Shareholders ceases to serve as a member of the Board during his term of office, the resulting vacancy on the Board shall be filled by a representative designated by the Xxxx Group Shareholders, respectively, as provided hereunder. (b) The Company shall pay the reasonable out-of-pocket expenses incurred by each director in connection with meetings of the Board. (c) Each holder of Shareholder Shares hereby appoints Xxxx Capital, LLC (as defined below) as their true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of the capital stock of the Company owned by them (whether now owned or hereafter acquired) with respect to any matter upon which a vote of the shareholders of the Company may be made pursuant to the Michigan Business Corporation Act, as may be in effect from time to time. The proxy and power of attorney granted herein shall be deemed irrevocable, and shall survive the death, disability, incompetency, bankruptcy, insolvency or dissolution of any holder of Shareholder Shares and the Transfer of all or any portion of the such Shareholder Shares and shall extend to the heirs, successors, assigns and personal representatives of such holder of Shareholder Shares. Each holder of Shareholder Shares will, from time to time as requested by the Bain Holders, execute and deliver such further instruments, ancillary agreements or other documents or take such other actions as may be necessary or advisable to give effect to, confirm, evidence or effectuate the purposes of the proxy granted by this Section 1(c) and each other provision of this Agreement. The proxy granted by this Section 1(c) shall cease and be of no further force and effect with respect to any share of Shareholder Shares upon the Transfer of such share of Shareholder Shares pursuant to (i) the provisions of Section 2(b) of this Agreement or (ii) a Public Sale.

Voting Agreement and Proxy. (a) From and after the Effective Date and until the provisions of this paragraph 1 cease to be effective, each Shareholder shall vote all of his Shareholder Shares which are voting shares and any other voting securities At every meeting of the Company over shareholders of ASI at which such Shareholder has voting control and shall take all other necessary or desirable actions within such holder’s control (whether in such holder’s capacity as a shareholder, director, member of a board committee or officer the adoption of the Company Merger Agreement and the approval of the Merger shall be voted upon and at every postponement or otherwiseadjournment thereof, Catalina irrevocably agrees to appear at such meeting and including, without limitation, attendance at meetings vote (in person or by proxy for purposes proxy) all of obtaining a quorum and execution its shares of written consents in lieu ASI entitled to be voted thereat (“Voting Shares”) or to cause all of meetings), and the Company shall take all necessary or desirable actions within its control (including, without limitation, calling special board and shareholder meetings), so that: Voting Shares to be voted (i) in favor of the authorized number adoption of directors on the Board shall be a number established by Merger Agreement and approval of the Xxxx Group Shareholders from time to time, but shall in no event be less than three members; Merger; (ii) all members against any action, agreement or transaction (other than the adoption of the Board shall be representatives designated by Merger Agreement or the Xxxx Group Shareholders, determined by a vote approval of the Xxxx Group Shareholders owning Merger) or proposal (including an Acquisition Proposal (as defined in the Merger Agreement)) that would reasonably be expected to result in a majority breach of any material covenant, representation or warranty or any other material obligation or agreement of ASI under the Merger Agreement or that would reasonably be expected to result in any of the Bain Shares; conditions to ASI’s obligations under the Merger Agreement not being fulfilled, and (iii) the removal from the Board (with or without cause) in favor of any representative designated hereunder other matter necessary to the consummation of the Merger and the Transactions that is voted upon by the Xxxx Group Shareholders shall be at the Xxxx Group Shareholders’ written request, respectively, but only upon such written request shareholders of ASI. Catalina acknowledges receipt and under no other circumstances (in each case, determined on the basis review of a vote copy of the holders Merger Agreement. In furtherance of the majority agreements contained in this Section 2.02 and as security for such agreements, Catalina hereby irrevocably appoints Fairfax, the executive officers of Fairfax, and each of them individually, as the Shareholder Shares held by such Persons); and (iv) sole and exclusive attorneys-in- fact and proxies of Catalina, for and in the event that any representative designated hereunder by the Xxxx Group Shareholders ceases to serve as a member name, place and stead of the Board during his term of office, the resulting vacancy on the Board shall be filled by a representative designated by the Xxxx Group Shareholders, respectively, as provided hereunder. (b) The Company shall pay the reasonable out-of-pocket expenses incurred by each director in connection with meetings of the Board. (c) Each holder of Shareholder Shares hereby appoints Xxxx Capital, LLC (as defined below) as their true and lawful proxy and attorney-in-factCatalina, with full power of substitutionsubstitution and resubstitution, to vote all vote, grant a consent or approval in respect of, or execute and deliver a proxy to vote, if and to the extent Catalina fails to comply with the agreements contained in this Section 2.02, the Voting Shares, (i) in favor of the capital stock approval of the Company owned Merger Agreement and the transactions contemplated thereby; (ii) against any action, agreement or transaction (other than the Merger Agreement or the transactions contemplated thereby) or proposal (including an Acquisition Proposal (as defined in the Merger Agreement)) that would reasonably be expected to result in a breach of any material covenant, representation or warranty or any other material obligation or agreement of ASI under the Merger Agreement or that would reasonably be expected to result in any of the conditions to ASI’s obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter necessary to the consummation of the transactions contemplated by them (whether now owned or hereafter acquired) with respect to any matter the Merger Agreement and considered voted upon which a vote of by the shareholders of the Company may be made pursuant to the Michigan Business Corporation Act, as may be in effect from time to timeASI. The proxy and power of attorney granted herein shall be deemed irrevocable, and shall survive the death, disability, incompetency, bankruptcy, insolvency or dissolution of any holder of Shareholder Shares and the Transfer of all or any portion of the such Shareholder Shares and shall extend to the heirs, successors, assigns and personal representatives of such holder of Shareholder Shares. Each holder of Shareholder Shares will, from time to time as requested by the Bain Holders, execute and deliver such further instruments, ancillary agreements or other documents or take such other actions as may be necessary or advisable to give effect to, confirm, evidence or effectuate the purposes of the proxy granted by this Section 1(c) and each other provision of this Agreement. The proxy granted by this Section 1(c) shall cease and be of no further force and effect with respect to any share of Shareholder Shares upon the Transfer of such share of Shareholder Shares pursuant to (i) the provisions of Section 2(b) of this Agreement or (ii) a Public SaleTHIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST.

Voting Agreement and Proxy. (a) From and after the Effective Date and until the provisions of this paragraph Section 1 cease to be he effective, each Shareholder Stockholder shall vote all of his Shareholder its Stockholder Shares which are voting shares and any other voting securities of the Company over which such Shareholder Stockholder has voting control and shall take all other necessary or desirable actions within such holder’s control (whether in such holder’s capacity as a shareholderstockholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including, without limitation, calling special board and shareholder stockholder meetings), so that: (i) the authorized number of directors on the Board shall be a number established by the Xxxx Spectrum Group Shareholders Stockholders from time to time, but which shall initially be four (4) members and shall in no event be less than three four (4) members; (ii) all members of the Board following persons shall be elected to the Board: (A) two (2) representatives shall be designated by the Xxxx Spectrum Group Shareholders, Stockholders (determined by on the basis of a vote of the Xxxx Group Shareholders owning a holders of the majority of the Bain SharesStockholder Shares held by the Spectrum Group Stockholders), who shall initially be Xxxxxx X. Xxxxxx and Xxxxxxxx X. Xxxxx; (B) the Chief Executive Officer of the Company; provided, that the person serving pursuant to this clause (B) may be removed from the Board in connection with the cessation of such person’s employment with the Company; and (C) one representative shall be an independent director nominated by the Spectrum Group Stockholders and reasonably acceptable to the Other Stockholders (determined on the basis of a vote of the holders of the majority of the Stockholder Shares held by the Other Stockholders), which shall initially be Xxxxx Xxxxxxxxxx; and (iii) the removal from the Board (with or without cause) of any representative designated hereunder by the Xxxx Group Shareholders any party shall be at the Xxxx Group Shareholders’ such party’s written request, respectively, but only upon such written request and under no other circumstances (in each case, determined by the party entitled to designate any such representative pursuant to this Section 1(a)). (b) The rights of the Spectrum Group Stockholders to designate directors pursuant to paragraphs 1(a)(ii)(A) and (C) above shall terminate at such time as the Spectrum Group Stockholders collectively hold in the aggregate less than 20% of the Stockholder Shares purchased by the Spectrum Group Stockholders on the basis date hereof. (c) The Company shall reimburse the Board members or their designees reasonable travel expenses and other reasonable out-of-pocket fees and expenses (including the reasonable fees and expenses of a vote accountants, attorneys and other advisors retained by the Board members) incurred in connection with fulfilling their duties as Board members (or members of any committee of the holders Board) or otherwise in connection with performing services on or for the benefit of the majority of the Shareholder Shares held by such Persons); andCompany or otherwise. (ivd) Any vacancy on the Board existing on the date hereof or resulting from the increase in the event that any representative designated hereunder by the Xxxx Group Shareholders ceases to serve as a member authorized number of the Board during his term of office, the resulting vacancy on directors comprising the Board shall be filled by a representative designated by the Xxxx Spectrum Group Shareholders, respectively, as provided hereunderStockholders. (b) The Company shall pay the reasonable out-of-pocket expenses incurred by each director in connection with meetings of the Board. (ce) Each holder of Shareholder Shares Stockholder hereby appoints Xxxx Capital, LLC (Spectrum Equity Investors as defined below) as their its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of the capital stock of the Company owned by them it (whether now owned or hereafter acquired) with respect to any matter upon which a vote the election of the shareholders Board of the Company may be made pursuant in order to implement the Michigan Business Corporation Act, as may be in effect from time to timeprovisions of this Section 1. The proxy and power of attorney granted herein shall be deemed to be coupled with an interest, shall be irrevocable, and shall survive the death, disability, incompetency, bankruptcy, insolvency or dissolution of any holder of Shareholder Shares such Stockholder and the Transfer transfer of all or any portion of the Stockholder Shares held by such Shareholder Shares Stockholder and shall extend to the heirs, successors, assigns and personal representatives of such holder of Shareholder SharesStockholder. Each holder of Shareholder Shares such Stockholder will, from time to time as requested by the Bain HoldersSpectrum Equity Investors, execute and deliver such further instruments, ancillary agreements or other documents or take such other actions as may be necessary or advisable to give effect to, confirm, evidence or effectuate the purposes of the proxy granted by this Section 1(c1(d) and each other provision of this Agreement. . (f) The proxy granted by provisions of this Section 1(c) 1 shall cease terminate automatically and be of no further force and effect with respect to any share of Shareholder Shares upon the Transfer earlier to occur of such share of Shareholder Shares pursuant to (i) the provisions consummation of Section 2(b) of this Agreement or an Approved Sale and (ii) the completion of a Public SaleOffering.

Voting Agreement and Proxy. (a) From and after the Effective Date and until the provisions of this paragraph 1 cease to be effective, each Shareholder shall vote all of his Shareholder Shares which are voting shares and any other voting securities At every meeting of the Company over shareholders of ASI at which such Shareholder has voting control and shall take all other necessary or desirable actions within such holder’s control (whether in such holder’s capacity as a shareholder, director, member of a board committee or officer the adoption of the Company Merger Agreement and the approval of the Merger shall be voted upon and at every postponement or otherwiseadjournment thereof, Catalina irrevocably agrees to appear at such meeting and including, without limitation, attendance at meetings vote (in person or by proxy for purposes proxy) all of obtaining a quorum and execution its shares of written consents in lieu ASI entitled to be voted thereat (“Voting Shares”) or to cause all of meetings), and the Company shall take all necessary or desirable actions within its control (including, without limitation, calling special board and shareholder meetings), so that: Voting Shares to be voted (i) in favor of the authorized number adoption of directors on the Board shall be a number established by Merger Agreement and approval of the Xxxx Group Shareholders from time to time, but shall in no event be less than three members; Merger; (ii) all members against any action, agreement or transaction (other than the adoption of the Board shall be representatives designated by Merger Agreement or the Xxxx Group Shareholders, determined by a vote approval of the Xxxx Group Shareholders owning Merger) or proposal (including an Acquisition Proposal (as defined in the Merger Agreement)) that would reasonably be expected to result in a majority breach of any material covenant, representation or warranty or any other material obligation or agreement of ASI under the Merger Agreement or that would reasonably be expected to result in any of the Bain Shares; conditions to ASI’s obligations under the Merger Agreement not being fulfilled, and (iii) the removal from the Board (with or without cause) in favor of any representative designated hereunder other matter necessary to the consummation of the Merger and the Transactions that is voted upon by the Xxxx Group Shareholders shall be at the Xxxx Group Shareholders’ written request, respectively, but only upon such written request shareholders of ASI. Catalina acknowledges receipt and under no other circumstances (in each case, determined on the basis review of a vote copy of the holders Merger Agreement. In furtherance of the majority of the Shareholder Shares held by agreements contained in this Section 2.02 and as security for such Persons); and (iv) in the event that any representative designated hereunder by the Xxxx Group Shareholders ceases to serve as a member of the Board during his term of officeagreements, Catalina hereby irrevocably appoints Fairfax, the resulting vacancy on the Board shall be filled by a representative designated by the Xxxx Group Shareholdersexecutive officers of Fairfax, respectivelyand each of them individually, as provided hereunder. (b) The Company shall pay the reasonable out-of-pocket expenses incurred by each director in connection with meetings of the Board. (c) Each holder of Shareholder Shares hereby appoints Xxxx Capital, LLC (as defined below) as their true sole and lawful proxy and attorneyexclusive attorneys-in-factfact and proxies of Catalina, for and in the name, place and stead of Catalina, with full power of substitutionsubstitution and resubstitution, to vote all vote, grant a consent or approval in respect of, or execute and deliver a proxy to vote, if and to the extent Catalina fails to comply with the agreements contained in this Section 2.02, the Voting Shares, (i) in favor of the capital stock approval of the Company owned Merger Agreement and the transactions contemplated thereby; (ii) against any action, agreement or transaction (other than the Merger Agreement or the transactions contemplated thereby) or proposal (including an Acquisition Proposal (as defined in the Merger Agreement)) that would reasonably be expected to result in a breach of any material covenant, representation or warranty or any other material obligation or agreement of ASI under the Merger Agreement or that would reasonably be expected to result in any of the conditions to ASI’s obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter necessary to the consummation of the transactions contemplated by them (whether now owned or hereafter acquired) with respect to any matter the Merger Agreement and considered voted upon which a vote of by the shareholders of the Company may be made pursuant to the Michigan Business Corporation Act, as may be in effect from time to timeASI. The proxy and power of attorney granted herein shall be deemed irrevocable, and shall survive the death, disability, incompetency, bankruptcy, insolvency or dissolution of any holder of Shareholder Shares and the Transfer of all or any portion of the such Shareholder Shares and shall extend to the heirs, successors, assigns and personal representatives of such holder of Shareholder Shares. Each holder of Shareholder Shares will, from time to time as requested by the Bain Holders, execute and deliver such further instruments, ancillary agreements or other documents or take such other actions as may be necessary or advisable to give effect to, confirm, evidence or effectuate the purposes of the proxy granted by this Section 1(c) and each other provision of this Agreement. The proxy granted by this Section 1(c) shall cease and be of no further force and effect with respect to any share of Shareholder Shares upon the Transfer of such share of Shareholder Shares pursuant to (i) the provisions of Section 2(b) of this Agreement or (ii) a Public SaleTHIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST.