Common use of Voting Matters Clause in Contracts

Voting Matters. (a) 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 caused to be voted (in person or by proxy): (i) 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; and (ii) in accordance with the recommendation of the Board of Directors with respect to any transaction to be effected with the Company or its Affiliates in connection with an unsolicited tender or exchange offer, 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) with respect to the Board of Directors of the Company or any other attempt to acquire Control of the Company or the Board of Directors. (b) 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 caused to be voted (in person or by proxy) in accordance with the recommendation of 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 shareholder approval is sought. (c) With respect to all matters brought before the Company's shareholders for a vote not otherwise provided for in Section 2.5(c) or Section 3.2(a) and (b) above, PHL, Holdings and their Affiliates may vote in accordance with their independent judgment without regard to any request or recommendation of the Board of Directors. (d) PHL, Holdings and their Affiliates who beneficially own any of the Common Stock shall be present, in person or by proxy, at all duly held meetings of shareholders of the Company so that the Common Stock held by PHL, Holdings and their Affiliates may be counted for the purposes of determining the presence of a quorum at such meetings.

Voting Matters. (a) During each Voting Period, on each and every Voting Matter that is submitted to the term shareholders of this Agreementthe Company for their vote, 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 caused to be voted (in person or by proxy):each JV Shareholder: (i) shall promptly and timely vote 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 (including the Independent Shares) cast on such Voting Matter are voted (without taking into consideration, in determining such proportions, any shares of Common Stock that are not voted or with respect to which a "non-vote" or abstention is exercised or registered), unless the Continuing Director's nominees requirements of this Section 4(b)(i) have been waived by the Company pursuant to a resolution adopted by the Board of Directors; (ii) may vote, or cause to be voted, with respect to any matter, in accordance with the recommendation its sole discretion all of the Board of Directors, or a nominating or similar committee of the Board of Directors, if any such committee exists and makes a recommendationJV Shareholder Independent Shares over which it exercises voting control; and (iiiii) 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 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 Permitted Transfer fails to vote, or cause to be voted, any of the Voting Securities over which it exercises voting control, as provided above or to exercise (by written consent or otherwise) any right of consent or approval attendant to or associated with its shares of Common Stock as provided above, then the such Person, by its execution of this Agreement and granted in connection with the transactions contemplated hereby, irrevocably makes, constitutes and appoints Xxxxxxxxx X. Xxxxxx as its true and lawful agent and attorney in fact, with full power of substitution and full power and authority in its name, place and stead, to vote on such Person's behalf in accordance with the recommendation of the Board of Directors with respect to any transaction to be effected with the Company or its Affiliates in connection with an unsolicited tender or exchange offer, 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) with respect to the Board of Directors of the Company or any other attempt to acquire Control of the Company or the Board of Directors. (b) For a period of five (5) years from the date of this Agreement, PHL and Holdings will take all such action as the case may be required so that the Common Stock beneficially owned and entitled to be voted by PHLbe, Holdings and their Affiliates, as a Group, are voted or caused to be voted (in person or by proxy) in accordance with the recommendation of 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 shareholder approval is sought. (c) With respect regards to all matters brought before the Company's shareholders for a vote not otherwise provided for referenced in Section 2.5(c) or Section 3.2(a4(a) and (b) above), PHL, Holdings such power of attorney being irrevocable and their Affiliates may vote in accordance coupled with their independent judgment without regard to any request or recommendation of the Board of Directorsan interest. (d) PHL, Holdings and their Affiliates who beneficially own any of the Common Stock shall be present, in person or by proxy, at all duly held meetings of shareholders of the Company so that the Common Stock held by PHL, Holdings and their Affiliates may be counted for the purposes of determining the presence of a quorum at such meetings.

Voting Matters. (a) During To the term extent permitted by law, each Stockholder shall vote all voting securities of this Agreementthe Company over which such Stockholder has voting control, PHL and Holdings will shall take all other necessary or desirable actions within such action as may be required so that the Common Stock beneficially owned and entitled to be voted by PHL, Holdings and their Affiliates, Stockholder's control (whether in such Stockholder's capacity as a Groupstockholder, are voted director, member of a board committee or caused to be voted (officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy):proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special Board and stockholder meetings), so that: (i) with respect to the Continuing Director's nominees to authorized number of directors on the Board of Directors, in accordance with shall be established at 7 persons; provided that the recommendation Board shall be enlarged upon the affirmative written consent of the Board holders of Directors, or a nominating or similar committee majority of the Board of Directors, if any such committee exists and makes a recommendation; andSentinel Stockholder Shares; (ii) in accordance with the recommendation following persons shall be elected to the Board: (A) so long as Sentinel and its Affiliates own at least a majority of the Board of Directors with respect to any transaction to be effected with the Company or its Affiliates in connection with an unsolicited tender or exchange offer, any "election contest" (as such term is defined or used in Rule 14a-11 under the Exchange Act as in effect Sentinel Stockholder Shares outstanding on the date of this Agreement) with respect to , 4 persons designated by holders of a majority of the Sentinel Stockholder Shares, who shall initially include Xxxxx X. Lobel, Fitzpatrick, Xxxx X. Xxxxxx and Xxxxxx Xxxxx; provided that if the Board is enlarged as described in clause (i) above, the holders of Directors a majority of the Company or any other attempt Sentinel Stockholder Shares shall be permitted to acquire Control designate the smallest number of directors greater than 4 which would be a majority of the Company or Board (i.e., 5 of 8, 5 of 9, 6 of 10) (all such persons designated pursuant to this clause (A), the Board of "Sentinel Directors."); (bB) For so long as GE, Midwest, Xxxxx and their Affiliates own at least a period majority of five (5) years from the Non-Sentinel Stockholder Shares outstanding on the date of this Agreement, PHL 2 persons designated by holders of a majority of the Non-Sentinel Stockholder Shares; provided that if the Board is enlarged as described in clause (i) above, the holders of a majority of the Non-Sentinel Stockholder Shares shall be permitted to designate such number of directors as are on the enlarged Board and Holdings will not designated pursuant to clause (A) above and clause (C) below (all such persons designated pursuant to this clause (B), the "Non-Sentinel Directors"); (C) the Chief Executive Officer of the Company; (iii) the Company shall cause the board of directors of each Subsidiary of the Company (each a "Sub Board") to be comprised of the same members as are on the Board; (iv) except as otherwise required by law, two Sentinel Directors and one Non-Sentinel Director, who shall be appointed by the holders of a majority of the Sentinel Stockholder Shares and the holders of a majority of the Non-Sentinel Stockholder Shares respectively (and who may appoint different directors for each such committee), shall be appointed to the executive committee, nominating committee, compensation committee and audit committee of the Board (each of which shall have no more than three (3) members) and such other committees of the Board and of the board of directors of each Subsidiary of the Company as requested by the holders of a majority of the Sentinel Stockholder Shares; notwithstanding the foregoing, the Non-Sentinel Directors and the CEO shall be appointed to a committee of the Board which committee shall be delegated the sole and exclusive power and authority to determine (x) when and if the debt, or any portion thereof, represented by the Notes is prepaid pursuant to Section 3 of the Notes, and (y) any debt financing arrangements of the Company necessary to acquire the funds to affect such prepayment, subject to any restrictions on such financing set forth in Section 3 of the Notes and provided that the aggregate proceeds of such debt financing arrangement do not materially exceed the amount necessary for such prepayment; (v) Sentinel Directors shall be removed from the Board or any committee thereof (without cause) at the written request of the holders of a majority of the Sentinel Stockholder Shares, but only upon such written request and under no other circumstances, except as required by law, and Non-Sentinel Directors shall be removed from the Board or any committee thereof (without cause) at the written request of the holders of a majority of the Non-Sentinel Stockholder Shares, but only upon such written request and under no other circumstances, except as required by law; (vi) in the event that any Sentinel Director for any reason ceases to serve as a member of the Board or any committee thereof during such representative's term of office, the resulting vacancy on the Board or committee shall be filled by a representative designated by the holders of a majority of the Sentinel Stockholder Shares and in the event that any Non-Sentinel Director for any reason ceases to serve as a member of the Board or any committee thereof during such representative's term of office, the resulting vacancy on the Board or committee shall be filled by a representative designated by the holders of a majority of the Non-Sentinel Stockholder Shares. (b) In addition, so long as Sentinel and its Affiliates own at least a majority of the Sentinel Stockholder Shares outstanding on the date of this Agreement, the Company shall not, without the affirmative vote of the holders of a majority of the outstanding Sentinel Stockholder Shares: (i) alter or change the preferences, rights or powers of the Series B Stock, (ii) create, authorize or issue any capital stock that ranks prior (whether with respect to dividends, redemption or upon liquidation, dissolution, winding up or otherwise) to or pari passu with the Series B Stock, (iii) increase the authorized number of shares of Series B Stock, (iv) create, authorize or issue any capital stock of the Company or any Subsidiary of the Company or any security convertible into, exchangeable for, or that otherwise gives the holder the right to obtain, capital stock of the Company or any Subsidiary of the Company (other than (x) the shares of Common Stock or Series A-2 Stock issuable upon conversion, exercise or exchange of the Stockholder Shares outstanding as of the date hereof, or (y) options to acquire shares of Common Stock issued to employees, officers, directors, consultants and agents of the Company, or shares of Common Stock issuable pursuant to the exercise of such options, pursuant to the Stock Option Plan, (v) declare or pay a dividend with respect to any Stockholder Shares, (vi) amend the Company's Certificate of Incorporation or Bylaws except as specifically contemplated in the Purchase Agreement, (vii) materially amend the terms of the Company's senior credit facility entered into on the date hereof, except as required to prepay the debt represented by the Notes pursuant to Section 3 of the Notes, (viii) effect a Change of Control, (ix) create or incur, or permit any Subsidiary of the Company to create or incur, Indebtedness other than Indebtedness existing on the date hereof, Indebtedness approved in an annual budget approved by the Board and other Indebtedness not to exceed $1,000,000 in the aggregate, except as required to prepay the debt represented by the Notes pursuant to Section 3 of the Notes, (x) effect a voluntary liquidation, dissolution or winding up of the Company, (xi) acquire, or permit any Subsidiary of the Company to acquire, any interest in any company or business (whether by a purchase of assets, purchase of stock, merger or otherwise), or enter into any joint venture involving the operation of a business, or make any investment in any company or business, (xii) enter into, amend, modify or supplement, or permit any Subsidiary of the Company to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, or stockholders holding at least 2% of the Common Stock, with any Affiliate or with any Immediate Family of any such individual or with any entity in which any such Person or individual owns a beneficial interest, except for employment arrangements and benefit programs approved by the Board or the applicable board of directors of the Company's Subsidiaries or authorized committees thereof, (xiii) become subject to, or permit any of its Subsidiaries to become subject to, (including by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's right to comply (but not the Company's ability to comply) with these terms of the Series B Stock, or (xiv) terminate the employment of any senior executive. (c) The Company shall pay the reasonable out-of-pocket expenses incurred by each director in connection with attending the meetings of the Board or any Sub Board and any committee thereof. (d) In the event that any provision of the Bylaws or Certificate of Incorporation is inconsistent with any provision of this Section 2, the Stockholders shall take all such action as may be required so necessary to amend any such provision in the Bylaws or the Certificate of Incorporation to remedy such inconsistency. (e) The Company hereby agrees that as long as GE owns a majority of the Common Stock beneficially owned Stockholder Shares held by it on the date of this Agreement and as long as Midwest owns a majority of the Stockholder Shares held by it on the date of this Agreement: (i) each of GE and Midwest, as the case may be, will be given reasonable and adequate notice of each meeting of the Board, which shall be no less notice than that given to a majority of the members of the Board: (ii) each of GE and Midwest, as the case may be, shall each have the right to have one observer attend each such meeting; (iii) each of GE and Midwest, as the case may be, shall be entitled to be voted observe such meeting by PHL, Holdings phone or other method whereby they can hear all of the participants in the meeting; (iv) each of GE and their AffiliatesMidwest, as a Groupthe case may be, are voted or caused shall be entitled to be voted (in person or by proxy) in accordance with receive all materials provided to the recommendation members of the Board of Directors in connection with such meeting; and (v) if the Board intends to take any action pursuant to a written consent, each of GE and Midwest, as the case may be, will be forwarded copies of such written consents no later than the date copies are distributed to the members of the Board. (f) Notwithstanding anything herein to the contrary, nothing contained in this Agreement shall (i) affect, limit or impair the rights and/or remedies of GE in its capacity as a lender to the Company or any of its Subsidiaries pursuant to any agreement under which the Company or any of its Subsidiaries has or have borrowed money or (ii) be deemed otherwise to require or cause GE to take or omit to take any action in its capacity as a lender or any other holder of debt of the Company with respect to negotiated mergers, acquisitions, divestitures, consolidations, sale of assets, share exchanges or other similar transactions for which shareholder approval is sought. (c) With respect to all matters brought before the Company's shareholders for a vote not otherwise provided for in Section 2.5(c) or Section 3.2(a) and (b) above, PHL, Holdings and their Affiliates may vote in accordance with their independent judgment without regard to any request or recommendation of the Board of Directors. (d) PHL, Holdings and their Affiliates who beneficially own any of the Common Stock shall be present, in person or by proxy, at all duly held meetings of shareholders of the Company so that the Common Stock held by PHL, Holdings and their Affiliates may be counted for the purposes of determining the presence of a quorum at such meetingsits Subsidiaries.

Voting Matters. (a) During To the term extent permitted by law, each Stockholder shall vote all voting securities of this Agreementthe Company over which such Stockholder has voting control, PHL and Holdings will shall take all other necessary or desirable actions within such action as may be required so that the Common Stock beneficially owned and entitled to be voted by PHL, Holdings and their Affiliates, Stockholder's control (whether in such Stockholder's capacity as a Groupstockholder, are voted director, member of a board committee or caused to be voted (officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy):proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special Board and stockholder meetings), so that: (i) with respect to the Continuing Director's nominees to authorized number of directors on the Board of Directors, in accordance with shall be established at 7 persons; provided that the recommendation Board shall be enlarged upon the affirmative written consent of the Board holders of Directors, or a nominating or similar committee majority of the Board of Directors, if any such committee exists and makes a recommendation; andSentinel Stockholder Shares; (ii) in accordance with the recommendation following persons shall be elected to the Board: (A) so long as Sentinel and its Affiliates own at least a majority of the Board of Directors with respect to any transaction to be effected with the Company or its Affiliates in connection with an unsolicited tender or exchange offer, any "election contest" (as such term is defined or used in Rule 14a-11 under the Exchange Act as in effect Sentinel Stockholder Shares outstanding on the date of this Agreement) with respect to , 4 persons designated by holders of a majority of the Sentinel Stockholder Shares, who shall initially include David S. Lobel, Fitzpatrick, Paul F. Murphy and Edward Kuntz; provxxxx xxxt if the Board is enlxxxxx xx xxxxxibed xx xxxxxx (x) above, the holders of Directors a majority of the Company or any other attempt Sentinel Stockholder Shares shall be permitted to acquire Control designate the smallest number of directors greater than 4 which would be a majority of the Company or Board (i.e., 5 of 8, 5 of 9, 6 of 10) (all such persons designated pursuant to this clause (A), the Board of "Sentinel Directors."); (bB) For so long as GE, Midwest, Usdan and their Affiliates own at least a period majority of five (5) years from the Non-Sentxxxx Stockholder Shares outstanding on the date of this Agreement, PHL 2 persons designated by holders of a majority of the Non-Sentinel Stockholder Shares; provided that if the Board is enlarged as described in clause (i) above, the holders of a majority of the Non-Sentinel Stockholder Shares shall be permitted to designate such number of directors as are on the enlarged Board and Holdings will not designated pursuant to clause (A) above and clause (C) below (all such persons designated pursuant to this clause (B), the "Non-Sentinel Directors"); (C) the Chief Executive Officer of the Company; (iii) the Company shall cause the board of directors of each Subsidiary of the Company (each a "Sub Board") to be comprised of the same members as are on the Board; (iv) except as otherwise required by law, two Sentinel Directors and one Non-Sentinel Director, who shall be appointed by the holders of a majority of the Sentinel Stockholder Shares and the holders of a majority of the Non-Sentinel Stockholder Shares respectively (and who may appoint different directors for each such committee), shall be appointed to the executive committee, nominating committee, compensation committee and audit committee of the Board (each of which shall have no more than three (3) members) and such other committees of the Board and of the board of directors of each Subsidiary of the Company as requested by the holders of a majority of the Sentinel Stockholder Shares; notwithstanding the foregoing, the Non-Sentinel Directors and the CEO shall be appointed to a committee of the Board which committee shall be delegated the sole and exclusive power and authority to determine (x) when and if the debt, or any portion thereof, represented by the Notes is prepaid pursuant to Section 3 of the Notes, and (y) any debt financing arrangements of the Company necessary to acquire the funds to affect such prepayment, subject to any restrictions on such financing set forth in Section 3 of the Notes and provided that the aggregate proceeds of such debt financing arrangement do not materially exceed the amount necessary for such prepayment; (v) Sentinel Directors shall be removed from the Board or any committee thereof (without cause) at the written request of the holders of a majority of the Sentinel Stockholder Shares, but only upon such written request and under no other circumstances, except as required by law, and Non-Sentinel Directors shall be removed from the Board or any committee thereof (without cause) at the written request of the holders of a majority of the Non-Sentinel Stockholder Shares, but only upon such written request and under no other circumstances, except as required by law; (vi) in the event that any Sentinel Director for any reason ceases to serve as a member of the Board or any committee thereof during such representative's term of office, the resulting vacancy on the Board or committee shall be filled by a representative designated by the holders of a majority of the Sentinel Stockholder Shares and in the event that any Non-Sentinel Director for any reason ceases to serve as a member of the Board or any committee thereof during such representative's term of office, the resulting vacancy on the Board or committee shall be filled by a representative designated by the holders of a majority of the Non-Sentinel Stockholder Shares. (b) In addition, so long as Sentinel and its Affiliates own at least a majority of the Sentinel Stockholder Shares outstanding on the date of this Agreement, the Company shall not, without the affirmative vote of the holders of a majority of the outstanding Sentinel Stockholder Shares: (i) alter or change the preferences, rights or powers of the Series B Stock, (ii) create, authorize or issue any capital stock that ranks prior (whether with respect to dividends, redemption or upon liquidation, dissolution, winding up or otherwise) to or pari passu with the Series B Stock, (iii) increase the authorized number of shares of Series B Stock, (iv) create, authorize or issue any capital stock of the Company or any Subsidiary of the Company or any security convertible into, exchangeable for, or that otherwise gives the holder the right to obtain, capital stock of the Company or any Subsidiary of the Company (other than (x) the shares of Common Stock or Series A-2 Stock issuable upon conversion, exercise or exchange of the Stockholder Shares outstanding as of the date hereof, or (y) options to acquire shares of Common Stock issued to employees, officers, directors, consultants and agents of the Company, or shares of Common Stock issuable pursuant to the exercise of such options, pursuant to the Stock Option Plan, (v) declare or pay a dividend with respect to any Stockholder Shares, (vi) amend the Company's Certificate of Incorporation or Bylaws except as specifically contemplated in the Purchase Agreement, (vii) materially amend the terms of the Company's senior credit facility entered into on the date hereof, except as required to prepay the debt represented by the Notes pursuant to Section 3 of the Notes, (viii) effect a Change of Control, (ix) create or incur, or permit any Subsidiary of the Company to create or incur, Indebtedness other than Indebtedness existing on the date hereof, Indebtedness approved in an annual budget approved by the Board and other Indebtedness not to exceed $1,000,000 in the aggregate, except as required to prepay the debt represented by the Notes pursuant to Section 3 of the Notes, (x) effect a voluntary liquidation, dissolution or winding up of the Company, (xi) acquire, or permit any Subsidiary of the Company to acquire, any interest in any company or business (whether by a purchase of assets, purchase of stock, merger or otherwise), or enter into any joint venture involving the operation of a business, or make any investment in any company or business, (xii) enter into, amend, modify or supplement, or permit any Subsidiary of the Company to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, or stockholders holding at least 2% of the Common Stock, with any Affiliate or with any Immediate Family of any such individual or with any entity in which any such Person or individual owns a beneficial interest, except for employment arrangements and benefit programs approved by the Board or the applicable board of directors of the Company's Subsidiaries or authorized committees thereof, (xiii) become subject to, or permit any of its Subsidiaries to become subject to, (including by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's right to comply (but not the Company's ability to comply) with these terms of the Series B Stock, or (xiv) terminate the employment of any senior executive. (c) The Company shall pay the reasonable out-of-pocket expenses incurred by each director in connection with attending the meetings of the Board or any Sub Board and any committee thereof. (d) In the event that any provision of the Bylaws or Certificate of Incorporation is inconsistent with any provision of this Section 2, the Stockholders shall take all such action as may be required so necessary to amend any such provision in the Bylaws or the Certificate of Incorporation to remedy such inconsistency. (e) The Company hereby agrees that as long as GE owns a majority of the Common Stock beneficially owned Stockholder Shares held by it on the date of this Agreement and as long as Midwest owns a majority of the Stockholder Shares held by it on the date of this Agreement: (i) each of GE and Midwest, as the case may be, will be given reasonable and adequate notice of each meeting of the Board, which shall be no less notice than that given to a majority of the members of the Board: (ii) each of GE and Midwest, as the case may be, shall each have the right to have one observer attend each such meeting; (iii) each of GE and Midwest, as the case may be, shall be entitled to be voted observe such meeting by PHL, Holdings phone or other method whereby they can hear all of the participants in the meeting; (iv) each of GE and their AffiliatesMidwest, as a Groupthe case may be, are voted or caused shall be entitled to be voted (in person or by proxy) in accordance with receive all materials provided to the recommendation members of the Board of Directors in connection with such meeting; and (v) if the Board intends to take any action pursuant to a written consent, each of GE and Midwest, as the case may be, will be forwarded copies of such written consents no later than the date copies are distributed to the members of the Board. (f) Notwithstanding anything herein to the contrary, nothing contained in this Agreement shall (i) affect, limit or impair the rights and/or remedies of GE in its capacity as a lender to the Company or any of its Subsidiaries pursuant to any agreement under which the Company or any of its Subsidiaries has or have borrowed money or (ii) be deemed otherwise to require or cause GE to take or omit to take any action in its capacity as a lender or any other holder of debt of the Company with respect to negotiated mergers, acquisitions, divestitures, consolidations, sale of assets, share exchanges or other similar transactions for which shareholder approval is sought. (c) With respect to all matters brought before the Company's shareholders for a vote not otherwise provided for in Section 2.5(c) or Section 3.2(a) and (b) above, PHL, Holdings and their Affiliates may vote in accordance with their independent judgment without regard to any request or recommendation of the Board of Directors. (d) PHL, Holdings and their Affiliates who beneficially own any of the Common Stock shall be present, in person or by proxy, at all duly held meetings of shareholders of the Company so that the Common Stock held by PHL, Holdings and their Affiliates may be counted for the purposes of determining the presence of a quorum at such meetingsits Subsidiaries.

Voting Matters. (a) During the term of this Agreement, PHL Reliance and Holdings RIC will take all such action as may be required so that the Common Stock beneficially owned and entitled to be voted by PHLReliance, Holdings RIC and their Affiliates, as a Group, are voted or caused to be voted (in person or by proxy): (i) 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; and; (ii) in accordance with the recommendation of the Board of Directors with respect to any transaction to be effected with the Company or its Affiliates in connection with an unsolicited tender or exchange offer, 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 the Board of Directors of the Company or any other attempt to acquire Control of the Company or the Board of Directors.such proxy contest; (biii) 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 caused to be voted (in person or by proxy) in accordance with the recommendation of the Board of Directors of the Company with respect to negotiated any matters related to share issuance, mergers, acquisitions, divestitures, consolidations, sale of assets, share exchanges or other similar transactions acquisitions and divestitures for which shareholder approval is sought. (c) With respect to all matters brought before the Company's shareholders for a vote not otherwise provided for in Section 2.5(c) or Section 3.2(a) and (b) above, PHL, Holdings and their Affiliates may vote in accordance with their 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 such transaction is submitted for shareholder approval by LandAmerica in order to permit LandAmerica to exercise its call rights under Sections 4.1(a) and 4.1(c) hereof or its redemption rights under the Series B Preferred Stock designation, 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 Section 2.6 above, in accordance with the recommendation of the Board of Directors. (db) PHL, Holdings RIC and their its Affiliates who beneficially own any of the Common Stock RIC Shares shall be present, in person or by proxy, at all duly held meetings of shareholders of the Company LandAmerica so that the Common Stock held by PHL, Holdings RIC and their its Affiliates may be counted for the purposes of determining the presence of a quorum at such meetings.