Common use of Voting Arrangements Clause in Contracts

Voting Arrangements. 1.1. On any matter on which any Shares are entitled to vote, each Stockholder agrees that all of the respective Shares over which such Stockholder has voting control shall be voted in accordance with the determination of the XxXxxx Family Committee. Notwithstanding the generality of the foregoing, in the case of The XxXxxx Family Limited Partnership, the terms of this Section 1 shall apply only to that percentage of the Shares owned by the partnership that represent ownership interests other than the limited partnership interest of Xxxxxxxxxxx X. XxXxxx. 1.2. In order to secure each Stockholder’s obligation to vote such Stockholder’s Shares in accordance with the provisions of Section 1.1, each Stockholder hereby appoints Xxxxxxxxxxx X. XxXxxx or, in the event of his resignation, death or Incapacity, such person as shall be designated in connection with each vote pursuant to Section 1.1 by the XxXxxx Family Committee (such person, the “Applicable Proxy”) as such Stockholder’s true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of such Stockholder’s Shares as provided for in Section 1.1. The proxies and powers granted by each Stockholder pursuant to this Section 1.2 are coupled with an interest and are given to secure the performance of the obligations under this Agreement. Such proxies and powers will be irrevocable until the termination of this Agreement and will survive the death or Incapacity of each such Stockholder who is an individual and the existence of each such Stockholder that is a trust or other entity. 1.3. Any Applicable Proxy acting hereunder may resign at any time and for any reason by a written notice delivered to each Member. 1.4. In the event that there shall be no Applicable Proxy or in the event that, for any reason, Section 1.2 shall be deemed invalid, each Stockholder agrees that he, she or it shall take all other necessary or desirable actions within such respective Stockholder’s control (including in such Stockholder’s capacity as a stockholder, trustee or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and/or execution of written consents in lieu of meetings) to vote all such Shares that may be voted on any matter in accordance with the provisions of Section 1.1. In such event, each Stockholder shall promptly send written notice advising that the shares within such Stockholder’s control have been voted, and, in the case of any action taken by written consent, shall promptly furnish a copy of the signed consent, to the XxXxxx Family Committee.