Common use of Voting Matters Clause in Contracts

Voting Matters. (a) AGM shall vote (or consent with respect to) or cause to be voted (or a consent to be given with respect to) any AHL Shares beneficially owned by it or any of its Subsidiaries or with respect to which it or any of its Subsidiaries has the power (by agreement, proxy or otherwise) to cause to be voted or to provide a consent, in favor of the approval of this Agreement, the Statutory Merger Agreement and the AHL Merger at any meeting of shareholders of AHL at which this Agreement, the Statutory Merger Agreement and the AHL Merger shall be submitted for approval and at all adjournments or postponements thereof (or, if applicable, by any action of shareholders of AHL by consent in lieu of a meeting). (b) AHL shall vote (or consent with respect to) or cause to be voted (or a consent to be given with respect to) any AGM Shares beneficially owned by it or any of its Subsidiaries or with respect to which it or any of its Subsidiaries has the power (by agreement, proxy or otherwise) to cause to be voted or to provide a consent, in favor of the AGM Merger at any meeting of stockholders of AGM at which the AGM Merger shall be submitted for approval and at all adjournments or postponements thereof (or, if applicable, by any action of stockholders of AGM by consent in lieu of a meeting); provided, however, that AHL’s obligations under this Section 5.12(b) (i) shall terminate in full upon an Adverse Recommendation Change and (ii) shall be subject to, and only given effect to the extent they would be consistent with, the fiduciary duties of AHL Board under Bermuda Law. (c) Immediately following the execution of this Agreement, Tango Holdings, in its capacity as the sole shareholder of AHL Merger Sub, and AHL Merger Sub shall execute and deliver, in accordance with Section 106 of the Bermuda Companies Act, a written notice and shareholder consent approving this Agreement, the Statutory Merger Agreement and the Transactions. (d) Immediately following the execution of this Agreement, Tango Holdings, in its capacity as the sole shareholder of AGM Merger Sub, and AGM Merger Sub shall execute and deliver, in accordance with the DGCL, a written consent approving this Agreement and the Transactions.

Voting Matters. (a) AGM shall vote (During the term of this Agreement, PHL and Holdings will take all such action as may be required so that the Common Stock beneficially owned and entitled to be voted by PHL, Holdings and their Affiliates, as a Group, are voted or consent with respect to) or cause caused to be voted (in person or a consent to be given with respect toby proxy): (i) any AHL Shares beneficially owned by it or any of its Subsidiaries or with respect to which it the Continuing Director's nominees to the Board of Directors, in accordance with the recommendation of the Board of Directors, or a nominating or similar committee of the Board of Directors, if any such committee exists and makes a recommendation; and (ii) in accordance with the recommendation of its Subsidiaries has the power (by agreement, proxy or otherwise) Board of Directors with respect to cause any transaction to be voted effected with the Company or to provide a consentits Affiliates in connection with an unsolicited tender or exchange offer, any "election contest" (as such term is defined or used in favor of Rule 14a-11 under the approval Exchange Act as in effect on the date of this Agreement, ) with respect to the Statutory Merger Agreement and Board of Directors of the AHL Merger at Company or any meeting other attempt to acquire Control of shareholders the Company or the Board of AHL at which this Agreement, the Statutory Merger Agreement and the AHL Merger shall be submitted for approval and at all adjournments or postponements thereof (or, if applicable, by any action of shareholders of AHL by consent in lieu of a meeting)Directors. (b) AHL shall vote For a period of five (5) years from the date of this Agreement, PHL and Holdings will take all such action as may be required so that the Common Stock beneficially owned and entitled to be voted by PHL, Holdings and their Affiliates, as a Group, are voted or consent with respect to) or cause caused to be voted (in person or a consent to be given by proxy) in accordance with respect to) any AGM Shares beneficially owned by it or any the recommendation of its Subsidiaries or the Board of Directors of the Company with respect to negotiated mergers, acquisitions, divestitures, consolidations, sale of assets, share exchanges or other similar transactions for which it or any of its Subsidiaries has the power (by agreement, proxy or otherwise) to cause to be voted or to provide a consent, in favor of the AGM Merger at any meeting of stockholders of AGM at which the AGM Merger shall be submitted for shareholder approval and at all adjournments or postponements thereof (or, if applicable, by any action of stockholders of AGM by consent in lieu of a meeting); provided, however, that AHL’s obligations under this Section 5.12(b) (i) shall terminate in full upon an Adverse Recommendation Change and (ii) shall be subject to, and only given effect to the extent they would be consistent with, the fiduciary duties of AHL Board under Bermuda Lawis sought. (c) Immediately following With respect to all matters brought before the execution of this AgreementCompany's shareholders for a vote not otherwise provided for in Section 2.5(c) or Section 3.2(a) and (b) above, Tango HoldingsPHL, in its capacity as the sole shareholder of AHL Merger Sub, Holdings and AHL Merger Sub shall execute and deliver, their Affiliates may vote in accordance with Section 106 their independent judgment without regard to any request or recommendation of the Bermuda Companies Act, a written notice and shareholder consent approving this Agreement, the Statutory Merger Agreement and the TransactionsBoard of Directors. (d) Immediately following PHL, Holdings and their Affiliates who beneficially own any of the execution of this Agreement, Tango HoldingsCommon Stock shall be present, in its capacity as person or by proxy, at all duly held meetings of shareholders of the sole shareholder Company so that the Common Stock held by PHL, Holdings and their Affiliates may be counted for the purposes of AGM Merger Sub, and AGM Merger Sub shall execute and deliver, in accordance with determining the DGCL, presence of a written consent approving this Agreement and the Transactionsquorum at such meetings.

Voting Matters. During each Voting Period, on each and every Voting Matter that is submitted to the shareholders of the Company for their vote, each JV Shareholder: (ai) AGM shall promptly and timely vote (or consent with respect to) or cause to be voted any issued shares of Common Stock held by such JV Shareholder, other than the JV Shareholder Independent Shares held by such JV Shareholder(s), in the same proportion as all other shares of Common Stock (or a consent to be given with respect toincluding the Independent Shares) cast on such Voting Matter are voted (without taking into consideration, in determining such proportions, any AHL Shares beneficially owned by it or any shares of its Subsidiaries Common Stock that are not voted or with respect to which it a "non-vote" or any abstention is exercised or registered), unless the requirements of its Subsidiaries has this Section 4(b)(i) have been waived by the power Company pursuant to a resolution adopted by the Board of Directors; (by agreementii) may vote, proxy or otherwise) to cause to be voted or voted, with respect to provide a consentany matter, in favor its sole discretion all of the approval of this Agreement, the Statutory Merger Agreement and the AHL Merger at any meeting of shareholders of AHL at JV Shareholder Independent Shares over which this Agreement, the Statutory Merger Agreement and the AHL Merger shall be submitted for approval and at all adjournments or postponements thereof (or, if applicable, by any action of shareholders of AHL by consent in lieu of a meeting).it exercises voting control; and (biii) AHL Any Person who acquires Units originally held by Paros or All Seas pursuant to a Permitted Transfer and subsequently exercises Conversion Rights agrees that, during any Voting Period, such Person shall vote (or consent with respect to) or cause to be voted any shares of Common Stock held by such Person in the same proportion as all other shares of Common Stock (including the Independent Shares) cast on such Voting Matter are voted. If any JV Shareholder or any other Person who acquires Units originally held by Paros or All Seas pursuant to a consent Permitted Transfer fails to vote, or cause to be given with respect to) any AGM Shares beneficially owned by it or voted, any of its Subsidiaries or with respect to the Voting Securities over which it exercises voting control, as provided above or any of its Subsidiaries has the power to exercise (by agreement, proxy written consent or otherwise) any right of consent or approval attendant to cause to be voted or to provide a consentassociated with its shares of Common Stock as provided above, in favor of then the AGM Merger at any meeting of stockholders of AGM at which the AGM Merger shall be submitted for approval and at all adjournments or postponements thereof (or, if applicablesuch Person, by any action of stockholders of AGM by consent in lieu of a meeting); provided, however, that AHL’s obligations under this Section 5.12(b) (i) shall terminate in full upon an Adverse Recommendation Change and (ii) shall be subject to, and only given effect to the extent they would be consistent with, the fiduciary duties of AHL Board under Bermuda Law. (c) Immediately following the its execution of this AgreementAgreement and granted in connection with the transactions contemplated hereby, Tango Holdingsirrevocably makes, constitutes and appoints ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as its true and lawful agent and attorney in fact, with full power of substitution and full power and authority in its capacity as the sole shareholder of AHL Merger Subname, place and AHL Merger Sub shall execute and deliverstead, to vote on such Person's behalf in accordance with Section 106 of the Bermuda Companies Act, a written notice and shareholder consent approving this Agreement, as the Statutory Merger Agreement and the Transactions. (d) Immediately following the execution of this Agreement, Tango Holdingscase may be, in its capacity as the sole shareholder regards to all matters referenced in Section 4(a) and (b), such power of AGM Merger Sub, attorney being irrevocable and AGM Merger Sub shall execute and deliver, in accordance coupled with the DGCL, a written consent approving this Agreement and the Transactionsan interest.

Voting Matters. (a) AGM Parent shall vote (or consent with respect to) or cause to be voted (or a consent to be given with respect to) any AHL Company Shares beneficially owned by it or any of its Subsidiaries or with respect to which it or any of its Subsidiaries has the power (by agreement, proxy or otherwise) to cause to be voted or to provide a consent, in favor of the approval of this Agreement, the Statutory Merger Agreement and the AHL Merger at any meeting of shareholders of AHL the Company at which this Agreement, the Statutory Merger Agreement and the AHL Merger shall be submitted for approval and at all adjournments or postponements thereof (or, if applicable, by any action of shareholders of AHL the Company by consent in lieu of a meeting). (b) AHL The Company shall vote (or consent with respect to) or cause to be voted (or a consent to be given with respect to) any AGM Parent Shares beneficially owned by it or any of its Subsidiaries or with respect to which it or any of its Subsidiaries has the power (by agreement, proxy or otherwise) to cause to be voted or to provide a consent, in favor of the AGM Merger approval of the Parent Share Issuance at any meeting of stockholders shareholders of AGM Parent at which the AGM Merger Parent Share Issuance shall be submitted for approval and at all adjournments or postponements thereof (or, if applicable, by any action of stockholders shareholders of AGM Parent by consent in lieu of a meeting); provided, however, that AHL’s obligations under this Section 5.12(b) (i) shall terminate in full upon an Adverse Recommendation Change and (ii) shall be subject to, and only given effect to the extent they would be consistent with, the fiduciary duties of AHL Board under Bermuda Law. (c) Immediately following the execution of this Agreement, Tango Holdings, in its capacity as the sole shareholder of AHL Merger Sub, and AHL Merger Sub Parent shall execute and deliver, in accordance with Section 106 of the Bermuda Companies ActAct and in its capacity as the sole shareholder of Merger Sub, a written notice and shareholder consent approving this Agreement, the Statutory Merger Agreement and the Transactions. (d) Immediately following the execution of this Agreement, Tango Holdings, in its capacity as the sole shareholder of AGM Merger Sub, and AGM Merger Sub shall execute and deliver, in accordance with the DGCL, a written consent approving this Agreement and the Transactions.

Voting Matters. (a) AGM shall vote (During the term of this Agreement, Reliance and RIC will take all such action as may be required so that the Common Stock beneficially owned and entitled to be voted by Reliance, RIC and their Affiliates, as a Group, are voted or consent with respect to) or cause caused to be voted (in person or a consent to be given with respect toby proxy): (i) any AHL Shares beneficially owned by it or any of its Subsidiaries or with respect to the Continuing Director's nominees to the Board of Directors, in accordance with the recommendation of the Board of Directors, or a nominating or similar committee of the Board of Directors, if any such committee exists and makes a recommendation; (ii) with respect to any "election contest" (as such term is defined or used in Rule 14a-11 under the Exchange Act as in effect on the date of this Agreement) initiated by any Person in connection with any tender offer, in the same proportion as the total votes cast by or on behalf of all shareholders of LandAmerica (other than Reliance, RIC and their Affiliates) with respect to such proxy contest; (iii) with respect to any matters related to share issuance, mergers, acquisitions and divestitures for which it shareholder approval is sought, in accordance with the independent judgment of Reliance, RIC and their Affiliates, without regard to any request or recommendation of the Board of Directors; provided that, if any of such transaction is submitted for shareholder approval by LandAmerica in order to permit LandAmerica to exercise its Subsidiaries has call rights under Sections 4.1(a) and 4.1(c) hereof or its redemption rights under the power (by agreementSeries B Preferred Stock designation, proxy or otherwise) to cause then the Common Stock beneficially owned and entitled to be voted by Reliance, RIC and their Affiliates, as a Group, shall be voted in accordance with the recommendation of the Board of Directors; and (iv) with respect to all matters (other than the election of RIC Directors) brought before LandAmerica's shareholders for a vote not otherwise provided for in this Section 3.2(a) or to provide a consentSection 2.6 above, in favor accordance with the recommendation of the approval Board of this Agreement, the Statutory Merger Agreement and the AHL Merger at any meeting of shareholders of AHL at which this Agreement, the Statutory Merger Agreement and the AHL Merger shall be submitted for approval and at all adjournments or postponements thereof (or, if applicable, by any action of shareholders of AHL by consent in lieu of a meeting)Directors. (b) AHL shall vote (or consent with respect to) or cause to be voted (or a consent to be given with respect to) any AGM Shares RIC and its Affiliates who beneficially owned by it or own any of its Subsidiaries or with respect to which it or any of its Subsidiaries has the power (by agreement, proxy or otherwise) to cause to RIC Shares shall be voted or to provide a consentpresent, in favor of the AGM Merger at any meeting of stockholders of AGM at which the AGM Merger shall be submitted for approval and person or by proxy, at all adjournments or postponements thereof (or, if applicable, duly held meetings of shareholders of LandAmerica so that the Common Stock held by any action RIC and its Affiliates may be counted for the purposes of stockholders of AGM by consent in lieu determining the presence of a meeting); provided, however, that AHL’s obligations under this Section 5.12(b) (i) shall terminate in full upon an Adverse Recommendation Change and (ii) shall be subject to, and only given effect to the extent they would be consistent with, the fiduciary duties of AHL Board under Bermuda Lawquorum at such meetings. (c) Immediately following the execution of this Agreement, Tango Holdings, in its capacity as the sole shareholder of AHL Merger Sub, and AHL Merger Sub shall execute and deliver, in accordance with Section 106 of the Bermuda Companies Act, a written notice and shareholder consent approving this Agreement, the Statutory Merger Agreement and the Transactions. (d) Immediately following the execution of this Agreement, Tango Holdings, in its capacity as the sole shareholder of AGM Merger Sub, and AGM Merger Sub shall execute and deliver, in accordance with the DGCL, a written consent approving this Agreement and the Transactions.