Common use of Voting Agreements Clause in Contracts

Voting Agreements. (a) Xxxxxxx Xxxxx shall, and shall cause any of its Affiliates, to vote or act by written consent all of the shares of BlackRock Capital Stock Beneficially Owned by it (i) in favor of each matter required to effectuate any provision of this Agreement and against any matter the approval of which would be inconsistent with any provision of this Agreement and (ii) to the extent consistent with clause (i) above, in accordance with the recommendation of the Board on all matters approved by the Board in accordance with the provisions of Article IV, including elections of Directors; provided, however, that if the Board shall either fail to nominate for election as a Director either or both of two individuals designated by Xxxxxxx Xxxxx who are reasonably acceptable to the Board, or shall unreasonably reject one or more Xxxxxxx Xxxxx designees who is otherwise eligible to serve, then, so long as such individuals otherwise meet the requirements for serving as a Director of BlackRock, Xxxxxxx Xxxxx and its Affiliates shall have the right to nominate such individuals at the applicable meeting of stockholders and to solicit proxies for the election of such individuals and, if such individuals are nominated at such meeting, may vote all of their shares of BlackRock Capital Stock entitled to vote on such matter in favor of the election of such individuals. (b) Xxxxxxx Xxxxx shall, and shall cause each of its Affiliates who hold BlackRock Capital Stock entitled to vote on any matter, be present in person or represented by proxy at all meetings of securityholders of BlackRock to the extent necessary so that all Voting Securities Beneficially Owned by Xxxxxxx Xxxxx and its Affiliates shall be counted as present for the purpose of determining the presence of a quorum at such meeting and to vote such shares in accordance with this Section 4.6.

Voting Agreements. (a) Xxxxxxx Xxxxx Each Barclays Party shall, and shall cause any of its Affiliates, to vote or act by written consent all of the shares of BlackRock Capital Stock Beneficially Owned by it (i) in favor of each matter required to effectuate any provision of this Agreement and against any matter the approval of which would be inconsistent with any provision of this Agreement and (ii) to the extent consistent with clause (i) above, in accordance with the recommendation of the Board on all matters approved by the Board in accordance with the provisions of Article IV, including elections of Directors; provided, however, that if the Board shall either fail to nominate for election as a Director either or both of two individuals designated by Xxxxxxx Xxxxx any Barclays Party who are reasonably acceptable to the Board, or shall unreasonably reject one or more Xxxxxxx Xxxxx designees Barclays Designees who is otherwise eligible to serve, then, so long as such individuals otherwise meet the requirements for serving as a Director of BlackRock, Xxxxxxx Xxxxx the Barclays Parties and its their Affiliates shall have the right to nominate such individuals at the applicable meeting of stockholders and to solicit proxies for the election of such individuals and, if such individuals are nominated at such meeting, may vote all of their shares of BlackRock Capital Stock entitled to vote on such matter in favor of the election of such individuals. (b) Xxxxxxx Xxxxx Each Barclays Party shall, and shall cause each of its Affiliates who hold BlackRock Capital Stock entitled to vote on any matter, be present in person or represented by proxy at all meetings of securityholders of BlackRock to the extent necessary so that all Voting Securities Beneficially Owned by Xxxxxxx Xxxxx the Barclays Parties and its their Affiliates shall be counted as present for the purpose of determining the presence of a quorum at such meeting and to vote such shares in accordance with this Section 4.6.

Voting Agreements. (a) Xxxxxxx Xxxxx PNC shall, and shall cause any of its Affiliates, to vote or act by written consent all of the shares of New BlackRock Capital Stock Beneficially Owned by it (i) in favor of each matter required to effectuate any provision of this Agreement and against any matter the approval of which would be inconsistent with any provision of this Agreement and (ii) to the extent consistent with clause (i) above, in accordance with the recommendation of the Board on all matters approved by the Board in accordance with the provisions of Article IV, including elections of Directors; provided, however, that if the Board shall either fail to nominate for election as a Director either or both of the two individuals designated by Xxxxxxx Xxxxx PNC who are reasonably acceptable to the Board, or shall unreasonably reject one or more Xxxxxxx Xxxxx PNC designees who is otherwise eligible to serve, then, so long as such individuals otherwise meet the requirements for serving as a Director of New BlackRock, Xxxxxxx Xxxxx PNC and its Affiliates shall have the right to nominate such individuals at the applicable meeting of stockholders and to solicit proxies for the election of such individuals and, if such individuals are nominated at such meeting, may vote all of their shares of New BlackRock Capital Stock entitled to vote on such matter in favor of the election of such individuals. (b) Xxxxxxx Xxxxx PNC shall, and shall cause each of its Affiliates who hold New BlackRock Capital Stock entitled to vote on any matter, be present in person or represented by proxy at all meetings of securityholders of New BlackRock to the extent necessary so that all Voting Securities Beneficially Owned by Xxxxxxx Xxxxx PNC and its Affiliates shall be counted as present for the purpose of determining the presence of a quorum at such meeting and to vote such shares in accordance with this Section 4.6.

Voting Agreements. (a) Xxxxxxx Xxxxx Mxxxxxx Lxxxx shall, and shall cause any of its Affiliates, to vote or act by written consent all of the shares of BlackRock Capital Stock Beneficially Owned by it (i) in favor of each matter required to effectuate any provision of this Agreement and against any matter the approval of which would be inconsistent with any provision of this Agreement and (ii) to the extent consistent with clause (i) above, in accordance with the recommendation of the Board on all matters approved by the Board in accordance with the provisions of Article IV, including elections of Directors; provided, however, that if the Board shall either fail to nominate for election as a Director either or both of two individuals designated by Xxxxxxx Xxxxx Mxxxxxx Lxxxx who are reasonably acceptable to the Board, or shall unreasonably reject one or more Xxxxxxx Xxxxx Mxxxxxx Lxxxx designees who is otherwise eligible to serve, then, so long as such individuals otherwise meet the requirements for serving as a Director of BlackRock, Xxxxxxx Xxxxx Mxxxxxx Lxxxx and its Affiliates shall have the right to nominate such individuals at the applicable meeting of stockholders and to solicit proxies for the election of such individuals and, if such individuals are nominated at such meeting, may vote all of their shares of BlackRock Capital Stock entitled to vote on such matter in favor of the election of such individuals. (b) Xxxxxxx Xxxxx Mxxxxxx Lxxxx shall, and shall cause each of its Affiliates who hold BlackRock Capital Stock entitled to vote on any matter, be present in person or represented by proxy at all meetings of securityholders of BlackRock to the extent necessary so that all Voting Securities Beneficially Owned by Xxxxxxx Xxxxx Mxxxxxx Lxxxx and its Affiliates shall be counted as present for the purpose of determining the presence of a quorum at such meeting and to vote such shares in accordance with this Section 4.6.

Voting Agreements. (a) Xxxxxxx Xxxxx Mxxxxxx Lxxxx shall, and shall cause any of its Affiliates, to vote or act by written consent all of the shares of New BlackRock Capital Stock Beneficially Owned by it (i) in favor of each matter required to effectuate any provision of this Agreement and against any matter the approval of which would be inconsistent with any provision of this Agreement and (ii) to the extent consistent with clause (i) above, in accordance with the recommendation of the Board on all matters approved by the Board in accordance with the provisions of Article IV, including elections of Directors; provided, however, that if the Board shall either fail to nominate for election as a Director either or both of two individuals designated by Xxxxxxx Xxxxx Mxxxxxx Lxxxx who are reasonably acceptable to the Board, or shall unreasonably reject one or more Xxxxxxx Xxxxx Mxxxxxx Lxxxx designees who is otherwise eligible to serve, then, so long as such individuals otherwise meet the requirements for serving as a Director of New BlackRock, Xxxxxxx Xxxxx Mxxxxxx Lxxxx and its Affiliates shall have the right to nominate such individuals at the applicable meeting of stockholders and to solicit proxies for the election of such individuals and, if such individuals are nominated at such meeting, may vote all of their shares of New BlackRock Capital Stock entitled to vote on such matter in favor of the election of such individuals. (b) Xxxxxxx Xxxxx Mxxxxxx Lxxxx shall, and shall cause each of its Affiliates who hold New BlackRock Capital Stock entitled to vote on any matter, be present in person or represented by proxy at all meetings of securityholders of New BlackRock to the extent necessary so that all Voting Securities Beneficially Owned by Xxxxxxx Xxxxx Mxxxxxx Lxxxx and its Affiliates shall be counted as present for the purpose of determining the presence of a quorum at such meeting and to vote such shares in accordance with this Section 4.6.

Voting Agreements. (a) Xxxxxxx Xxxxx shall, and shall cause any of its Affiliates, to vote or act by written consent all of the shares of New BlackRock Capital Stock Beneficially Owned by it (i) in favor of each matter required to effectuate any provision of this Agreement and against any matter the approval of which would be inconsistent with any provision of this Agreement and (ii) to the extent consistent with clause (i) above, in accordance with the recommendation of the Board on all matters approved by the Board in accordance with the provisions of Article IV, including elections of Directors; provided, however, that if the Board shall either fail to nominate for election as a Director either or both of two individuals designated by Xxxxxxx Xxxxx who are reasonably acceptable to the Board, or shall unreasonably reject one or more Xxxxxxx Xxxxx designees who is otherwise eligible to serve, then, so long as such individuals otherwise meet the requirements for serving as a Director of New BlackRock, Xxxxxxx Xxxxx and its Affiliates shall have the right to nominate such individuals at the applicable meeting of stockholders and to solicit proxies for the election of such individuals and, if such individuals are nominated at such meeting, may vote all of their shares of New BlackRock Capital Stock entitled to vote on such matter in favor of the election of such individuals. (b) Xxxxxxx Xxxxx shall, and shall cause each of its Affiliates who hold New BlackRock Capital Stock entitled to vote on any matter, be present in person or represented by proxy at all meetings of securityholders of New BlackRock to the extent necessary so that all Voting Securities Beneficially Owned by Xxxxxxx Xxxxx and its Affiliates shall be counted as present for the purpose of determining the presence of a quorum at such meeting and to vote such shares in accordance with this Section 4.6.

Voting Agreements. (aA) Xxxxxxx Xxxxx shallEffective from and after the Effective Time, each Pillar Entity hereby (i) agrees to vote, and shall to cause any of its Affiliatesaffiliates to vote, to vote or act by written consent all shares of the shares of BlackRock Capital Stock Beneficially Owned Company’s voting stock held by it such Pillar Entity (ior its affiliates) (and over which such Pillar Entity (or its affiliates) has the power to vote) in favor of each matter required to effectuate any provision the resolutions set forth in the forms of this Agreement and against any matter the approval of which would be inconsistent with any provision of this Agreement Amendments attached hereto and (ii) constitutes and appoints as the proxies of the party and hereby grants a power of attorney to the extent consistent officers of the Company, and each of them, with full power of substitution, with respect to the matters set forth in clause (i) aboveof this Section 2.3(A), and hereby authorizes each of them to represent and to vote, if and only if such Pillar Entity (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of clause (i) of this Section 2.3(A), all shares of voting stock held by such Pillar Entity and its affiliates in accordance with the recommendation terms of the Board on all matters approved by the Board in accordance with the provisions clause (i) of Article IV, including elections of Directors; provided, however, that if the Board shall either fail to nominate for election as a Director either or both of two individuals designated by Xxxxxxx Xxxxx who are reasonably acceptable to the Boardthis Section 2.3(A), or shall unreasonably reject one or more Xxxxxxx Xxxxx designees who is otherwise eligible to servetake any action necessary to effect clause (i) of this Section 2.3(A). The parties acknowledge and agree that (1) the voting agreements set forth in this Section 2.3(A) are in addition to, thenand not in lieu of, so long as the prior voting agreements entered into by each Pillar Entity and the Company and (2) the Company will cause the proxies identified in such individuals otherwise meet the requirements for serving as a Director of BlackRock, Xxxxxxx Xxxxx and its Affiliates shall have the right to nominate such individuals at the applicable meeting of stockholders and to solicit proxies for the election of such individuals and, if such individuals are nominated at such meeting, may vote all of their shares of BlackRock Capital Stock entitled prior voting agreement to vote on any Excess Shares (as defined in such matter prior voting agreement) in favor of the election resolutions set forth in the forms of such individualsAmendments attached hereto. (bB) Xxxxxxx Xxxxx shallEach of the proxy and power of attorney granted pursuant to Section 2.3(A) is given in consideration of the issuance of the Warrants to Pillar I and the agreements and covenants of the Company and the parties in connection with the matters and transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires or the Amendments have been approved by the stockholders of the Company and filed by the Company with, and shall cause each accepted by, the Delaware Secretary of its Affiliates who hold BlackRock Capital Stock entitled to vote on any matter, be present in person or represented by proxy at all meetings of securityholders of BlackRock to the extent necessary so that all Voting Securities Beneficially Owned by Xxxxxxx Xxxxx and its Affiliates shall be counted as present for the purpose of determining the presence of a quorum at such meeting and to vote such shares in accordance with this Section 4.6State.

Voting Agreements. (a) Xxxxxxx Xxxxx PNC shall, and shall cause any of its Affiliates, to vote or act by written consent all of the shares of BlackRock Capital Stock Beneficially Owned by it (i) in favor of each matter required to effectuate any provision of this Agreement and against any matter the approval of which would be inconsistent with any provision of this Agreement and (ii) to the extent consistent with clause (i) above, in accordance with the recommendation of the Board on all matters approved by the Board in accordance with the provisions of Article IV, including elections of Directors; provided, however, that if the Board shall either fail to nominate for election as a Director either or both of the two individuals designated by Xxxxxxx Xxxxx PNC who are reasonably acceptable to the Board, or shall unreasonably reject one or more Xxxxxxx Xxxxx PNC designees who is otherwise eligible to serve, then, so long as such individuals otherwise meet the requirements for serving as a Director of BlackRock, Xxxxxxx Xxxxx PNC and its Affiliates shall have the right to nominate such individuals at the applicable meeting of stockholders and to solicit proxies for the election of such individuals and, if such individuals are nominated at such meeting, may vote all of their shares of 20 BlackRock Capital Stock entitled to vote on such matter in favor of the election of such individuals. (b) Xxxxxxx Xxxxx PNC shall, and shall cause each of its Affiliates who hold BlackRock Capital Stock entitled to vote on any matter, be present in person or represented by proxy at all meetings of securityholders of BlackRock to the extent necessary so that all Voting Securities Beneficially Owned by Xxxxxxx Xxxxx PNC and its Affiliates shall be counted as present for the purpose of determining the presence of a quorum at such meeting and to vote such shares in accordance with this Section 4.6.. Section

Voting Agreements. (a) Xxxxxxx Xxxxx PNC shall, and shall cause any of its Affiliates, to vote or act by written consent all of the shares of BlackRock Capital Stock Beneficially Owned by it (i) in favor of each matter required to effectuate any provision of this Agreement and against any matter the approval of which would be inconsistent with any provision of this Agreement and (ii) to the extent consistent with clause (i) above, in accordance with the recommendation of the Board on all matters approved by the Board in accordance with the provisions of Article IV, including elections of Directors; provided, however, that if the Board shall either fail to nominate for election as a Director either or both of the two individuals designated by Xxxxxxx Xxxxx PNC who are reasonably acceptable to the Board, or shall unreasonably reject one or more Xxxxxxx Xxxxx PNC designees who is otherwise eligible to serve, then, so long as such individuals otherwise meet the requirements for serving as a Director of BlackRock, Xxxxxxx Xxxxx PNC and its Affiliates shall have the right to nominate such individuals at the applicable meeting of stockholders and to solicit proxies for the election of such individuals and, if such individuals are nominated at such meeting, may vote all of their shares of BlackRock Capital Stock entitled to vote on such matter in favor of the election of such individuals. (b) Xxxxxxx Xxxxx PNC shall, and shall cause each of its Affiliates who hold BlackRock Capital Stock entitled to vote on any matter, be present in person or represented by proxy at all meetings of securityholders of BlackRock to the extent necessary so that all Voting Securities Beneficially Owned by Xxxxxxx Xxxxx PNC and its Affiliates shall be counted as present for the purpose of determining the presence of a quorum at such meeting and to vote such shares in accordance with this Section 4.6.