Common use of Voting by Class B Stockholders Clause in Contracts

Voting by Class B Stockholders. (a) At any meeting of the stockholders of the Company called to vote with respect to any corporate action, each Class B Stockholder agrees to vote with respect to all the Class B Shares and, if applicable, Class A Shares then Owned by such Class B Stockholder on all such matters in which action is proposed to be taken in accordance with the Preliminary Vote of the Executive Committee. (b) For purposes of effecting any vote pursuant to this Section 1.2, during the term of this Agreement, each Class B Stockholder does hereby irrevocably make, constitute and appoint the members of the Executive Committee, as specified in the Silvercrest LPA, with full power of substitution, as his, her or its true attorney-in-fact and agent, for and in his, her or its name, place and stead, to act as his, her or its proxy to the maximum extent and for the maximum term permitted by law to (i) vote the Class B Shares and, if applicable, Class A Shares then Owned by such Class B Stockholder at any meeting of stockholders of the Company in accordance with Section 1.2(a) and (ii) vote the Class B Shares and, if applicable, Class A Shares then Owned by such Class B Stockholder in such proxy holder’s discretion upon any other business which is not presented in the notice of such meetings but properly comes before such meetings (for example, adjournment of such meetings), giving and granting to said attorney full power and authority to do and perform each and every act and thing whether necessary or desirable to be done in and about the premises, as fully as he, she or it might or could do if personally present, with full power of substitution, appointment and revocation. The foregoing power of attorney and proxy are coupled with an interest and shall not be revocable or revoked by such Class B Stockholder and shall be binding upon such Class B Stockholder and his, her or its successors and assigns.

Voting by Class B Stockholders. (a) At any meeting of the stockholders of the Company called to vote with respect to any corporate action, each Class B Stockholder agrees to vote with respect to all the Class B Shares and, if applicable, Class A Shares then Owned by such Class B Stockholder on all such matters in which action is proposed to be taken in accordance with the Preliminary Vote vote of the Executive Committeemajority (or, if no majority is obtained, by plurality) of the Class B Shares present (in person or by proxy) and voting in the Preliminary Vote. (b) For purposes of effecting any vote pursuant to this Section 1.2, during the term of this Agreement, each Class B Stockholder does hereby irrevocably make, constitute and appoint the members of the Executive Committee, as specified in the Silvercrest LPAClass B Representative, with full power of substitution, as his, her or its true attorney-in-fact and agent, for and in his, her or its name, place and stead, to act as his, her or its proxy to the maximum extent and for the maximum term permitted by law to (i) vote the Class B Shares and, if applicable, Class A Shares then Owned by such Class B Stockholder at any meeting of stockholders of the Company in accordance with Section 1.2(a) and (ii) vote the Class B Shares and, if applicable, Class A Shares then Owned by such Class B Stockholder in such proxy holder’s discretion upon any other business which is not presented in the notice of such meetings but properly comes before such meetings (for example, adjournment of such meetings), giving and granting to said attorney full power and authority to do and perform each and every act and thing whether necessary or desirable to be done in and about the premises, as fully as he, she or it might or could do if personally present, with full power of substitution, appointment and revocation. The foregoing power of attorney and proxy are coupled with an interest and shall not be revocable or revoked by such Class B Stockholder and shall be binding upon such Class B Stockholder and his, her or its successors and assigns.

Voting by Class B Stockholders. (a) At any meeting of the stockholders of the Company called to vote with respect to any corporate action, each Class B Stockholder agrees to vote with respect to all the Class B Shares and, if applicable, Class A Shares then Owned by such Class B Stockholder on all such matters in which action is proposed to be taken in accordance with the Preliminary Vote vote of the Executive Committeemajority (or, if no majority is obtained, by plurality) of the Class B Shares present (in person or by proxy) and voting in the Preliminary Vote. (b) For purposes of effecting any vote pursuant to this Section 1.2, during the term of this Agreement, each Class B Stockholder does hereby irrevocably make, constitute and appoint the members of the Executive Committee, as specified in the Silvercrest LPAClass B Representative, with full power of substitution, as his, her or its true attorney-in-fact and agent, for and in his, her or its name, place and stead, to act as his, her or its proxy to the maximum extent and for the maximum term permitted by law to (i) vote the Class B Shares and, if applicable, Class A Shares then Owned by such Class B Stockholder at any meeting of stockholders of the Company in accordance with Section 1.2(a) and (ii) vote the Class B Shares and, if applicable, Class A Shares then Owned by such Class B Stockholder in such proxy holder’s discretion upon any other business which is not presented in the notice of such meetings but properly comes before such meetings (for example, adjournment of such meetings), giving and granting to said attorney full power and authority to do and perform each and every act and thing whether necessary or desirable to be done in and about the premises, as fully as he, she or it might or could do if personally present, with full power of substitution, appointment and revocation. The foregoing power of attorney and proxy are coupled with an interest and shall not be revocable or revoked by such Class B Stockholder and shall be binding upon such Class B Stockholder and his, her or its successors and assigns.. ARTICLE II