Voting Neutralization Sample Clauses

Voting Neutralization. The Investor agrees that, following the Closing hereunder, at any time action is to be taken by the Company’s stockholders, whether by vote at a stockholders’ meeting or by written consent in lieu of a meeting, the Investor shall vote or cause to be voted (or take action or omit to take any action with respect to) all Covered Shares over which such Investor or his controlled Affiliates has sole or shared voting power so as to cause the Covered Shares to reflect the voting results (with respect to shares voted “for”, shares voted “against”, shares “abstained”, shares “withheld”, broker nonvotes and shares not present at the meeting for quorum purposes) of the Public Shares. The Investor hereby irrevocably appoints the Company’s Secretary, or any other designee of the Board (the Company’s Secretary or such other designee, the “Proxyholder”), as the Investor’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution and re-substitution to vote (or cause to be voted, to take action or omit to take any action with respect to, or to give consent) in such manner as the Proxyholder or its, his or her substitute shall deem appropriate or desirable to carry out the purposes and intent of this Section 8.6 at any meeting of the Company held after the Effective Date, whether annual or special and whether or not an adjourned meeting or, if applicable, to give written consent with respect thereto (the “Irrevocable Proxy”). This Irrevocable Proxy is coupled with an interest and shall be irrevocable.

Voting Neutralization. The Stockholder agrees that at any time any action is to be taken by the Corporation’s stockholders (at a stockholders meeting, by written consent in lieu thereof or otherwise), the Stockholder shall vote or cause to be voted all Voting Securities owned by the Stockholder in the aggregate in excess of 9% of the Total Voting Power in proportion to votes cast by all the Corporation's holders of Voting Securities other than the Stockholder and FIMI ENRG, Limited Partnership, an Israeli limited partnership, and FIMI ENRG, L.P., a Delaware limited partnership (“FIMI”). The Stockholder shall cause all Voting Securities owned by the Stockholder to be represented, in person or by proxy, at all meetings of holders of Voting Securities of which the Stockholder has actual notice, so that such Voting Securities may be counted for the purpose of determining the presence of a quorum at such meetings. Upon the written request of the Corporation, the Stockholder will execute and deliver, or cause to be executed and delivered, to the Company a proxy in the form attached hereto as Exhibit A in order to give effect to this Section 3.