Common use of Voting of Company Common Stock Clause in Contracts

Voting of Company Common Stock. (a) From the date of this Agreement and until the date that Parent and its Subsidiaries (other than the Company and its Subsidiaries) cease to own any Retained Shares, Parent shall, and shall cause its Subsidiaries to (in each case, to the extent that they own any Retained Shares), be present, in person or by proxy, at each and every Company shareholder meeting, and otherwise to cause all Retained Shares owned by them to be counted as present for purposes of establishing a quorum at any such meeting, and to vote or consent on any matter (including waivers of contractual or statutory rights), or cause to be voted or consented on any such matter, all such Retained Shares in proportion to the votes cast by the other holders of Common Stock on such matter. (b) From the date of this Agreement and until the date that Parent and its Subsidiaries (other than the Company and its Subsidiaries) cease to own any Retained Shares, Parent hereby grants, and shall cause its Subsidiaries (in each case, to the extent that they own any Retained Shares) to grant, an irrevocable proxy, which shall be deemed coupled with an interest sufficient in law to support an irrevocable proxy to the Company or its designees, to vote, with respect to any matter (including waivers of contractual or statutory rights), all Retained Shares owned by them, in proportion to the votes cast by the other holders of Common Stock on such matter; provided, that (i) such proxy shall automatically be revoked as to a particular Retained Share upon any sale, transfer or other disposition of such Retained Share from Parent or any of its Subsidiaries to a Person other than Parent or any of its Subsidiaries; and (B) nothing in this Section 3.1(b) shall limit or prohibit any such sale, transfer or disposition. (c) Parent acknowledges and agrees that the Company will be irreparably damaged in the event any of the provisions of this Article III are not performed by Parent and its Subsidiaries in accordance with the specific terms of such section or are otherwise breached. Accordingly, it is agreed that the Company shall be entitled to an injunction to prevent breaches of this Article III and to specific enforcement of the provisions of this Article III in any action instituted in any court of the United States or any state having subject matter jurisdiction.

Voting of Company Common Stock. Stockholder hereby agrees that, during the period commencing on the date hereof and continuing until the first to occur of (a) From the date Effective Time or (b) termination of this Agreement and until the date that Parent and in accordance with its Subsidiaries terms, (i) Stockholder will not sell or transfer any Securities or any interest therein to any person, other than the Company and its Subsidiaries) cease to own any Retained Shares, Parent shalla wholly owned Subsidiary of Stockholder, and shall (ii) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, however called, or in connection with any written consent of the holders of Company Common Stock, Stockholder will appear at the meeting or otherwise cause its Subsidiaries to (in each case, to the extent that they own any Retained Shares), be present, in person or by proxy, at each and every Company shareholder meeting, and otherwise to cause all Retained Shares owned by them Securities to be counted as present thereat for purposes of establishing a quorum at any such meeting, and to vote or consent on any matter (including waivers of contractual or statutory rights), or cause to be voted or consented on any such matter, all such Retained Shares consented) the Securities (A) in proportion to favor of the votes cast adoption of the Merger Agreement and the approval of other actions contemplated by the other holders of Common Stock on such matter. (b) From the date of Merger Agreement and this Agreement and until any actions required in furtherance thereof and hereof; (B) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the date that Company under the Merger Agreement or this Agreement; and (C) except as otherwise agreed to in writing in advance by Parent and in its Subsidiaries sole discretion, against the following actions (other than the Merger and the transactions contemplated by this Agreement and the Merger Agreement): (1) any Takeover Proposal or Acquisition Agreement (other than the Merger or the Merger Agreement) and (2)(u) any change in a majority of the persons who constitute the Company and its SubsidiariesBoard; (v) cease any material change in the present capitalization of the Company, including without limitation any proposal to own any Retained Shares, Parent hereby grants, and shall cause its Subsidiaries (sell a substantial equity interest in each case, to the extent that they own any Retained Shares) to grant, an irrevocable proxy, which shall be deemed coupled with an interest sufficient in law to support an irrevocable proxy to the Company or its designeesSubsidiaries; (w) any amendment of the Company's Certificate of Incorporation or By-laws; (x) any other change in the Company's corporate structure or business; or (y) any other action which, in the case of each of the matters referred to in clauses (2)(u), (v), (w) or (x), is intended, or could reasonably be expected, to voteimpede, interfere with, delay, postpone or materially adversely affect the Merger and the transactions contemplated by this Agreement and the Merger Agreement. Stockholder may not enter into any agreement or understanding with respect to any matter (including waivers person the effect of contractual which would be inconsistent with or statutory rights), all Retained Shares owned by them, in proportion to the votes cast by the other holders violative of Common Stock on such matter; provided, that (i) such proxy shall automatically be revoked as to a particular Retained Share upon any sale, transfer or other disposition of such Retained Share from Parent or any of its Subsidiaries to a Person other than Parent or any of its Subsidiaries; and (B) nothing provision contained in this Section 3.1(b) shall limit or prohibit any such sale, transfer or disposition3. (c) Parent acknowledges and agrees that the Company will be irreparably damaged in the event any of the provisions of this Article III are not performed by Parent and its Subsidiaries in accordance with the specific terms of such section or are otherwise breached. Accordingly, it is agreed that the Company shall be entitled to an injunction to prevent breaches of this Article III and to specific enforcement of the provisions of this Article III in any action instituted in any court of the United States or any state having subject matter jurisdiction.

Voting of Company Common Stock. (a) From the date of this Agreement Effective Date and until the date that Parent MetLife and its Subsidiaries (other than the Company and its Subsidiaries) cease to own (i) any shares of Company Common Stock not distributed in the Distribution and (ii) any shares of Company Common Stock distributed to any member of the MetLife Group in the Distribution (collectively, the “Retained Shares”), Parent MetLife shall, and shall cause its Subsidiaries to (in each case, to the extent that they own any Retained Shares), be present, in person or by proxy, at each and every Company shareholder stockholder meeting, and otherwise to cause all Retained Shares owned by them to be counted as present for purposes of establishing a quorum at any such meeting, and to vote or consent on any matter (including waivers of contractual or statutory rights), or cause to be voted or consented on any such matter, all such Retained Shares in proportion to the votes cast by the other holders of Company Common Stock on such matter. (b) From the date of this Agreement Effective Date and until the date that Parent MetLife and its Subsidiaries (other than the Company and its Subsidiaries) cease to own any Retained Shares, Parent MetLife hereby grants, and shall cause its Subsidiaries (in each case, to the extent that they own any Retained Shares) to grant, an irrevocable proxy, which shall be deemed coupled with an interest sufficient in law to support an irrevocable proxy to the Company or its designees, to vote, with respect to any matter (including waivers of contractual or statutory rights), all Retained Shares owned by them, in proportion to the votes cast by the other holders of Company Common Stock on such matter; provided, that (i) such proxy shall automatically be revoked as to a particular Retained Share upon any sale, transfer or other disposition of such Retained Share from Parent MetLife or any of its Subsidiaries to a Person other than Parent MetLife or any of its Subsidiaries; and (Bii) nothing in this Section 3.1(b7.1(b) shall limit or prohibit any such sale, transfer or disposition. (c) Parent MetLife acknowledges and agrees that the Company will be irreparably damaged in the event any of the provisions of this Article III VII are not performed by Parent MetLife and its Subsidiaries in accordance with the specific terms of such section or are otherwise breached. Accordingly, it is agreed that the Company shall be entitled to an injunction to prevent breaches of this Article III VII and to specific enforcement of the provisions of this Article III VII in any action instituted in any court of the United States or any state having subject matter jurisdiction.

Voting of Company Common Stock. (a) From the date of this Agreement and until the date that Parent Ralcorp and its Subsidiaries (other than the Company Post and its Subsidiaries) cease to own any Retained Shares, Parent Ralcorp shall, and shall cause its Subsidiaries to (in each case, to the extent that they own any Retained Shares), be present, in person or by proxy, at each and every Company shareholder meeting, and otherwise to cause all Retained Shares owned by them to be counted as present for purposes of establishing a quorum at any such meeting, and to vote or consent on any matter (including waivers of contractual or statutory rights), or cause to be voted or consented on any such matter, all such Retained Shares in proportion to the votes cast by the other holders of Common Stock on such matter. (b) From the date of this Agreement and until the date that Parent Ralcorp and its Subsidiaries (other than the Company Post and its Subsidiaries) cease to own any Retained Shares, Parent Ralcorp hereby grants, and shall cause its Subsidiaries (in each case, to the extent that they own any Retained Shares) to grant, an irrevocable proxy, which shall be deemed coupled with an interest sufficient in law to support an irrevocable proxy to the Company Post or its designees, to vote, with respect to any matter (including waivers of contractual or statutory rights), all Retained Shares owned by them, in proportion to the votes cast by the other holders of Common Stock on such matter; provided, that (i) such proxy shall automatically be revoked as to a particular Retained Share upon any sale, transfer or other disposition of such Retained Share from Parent Ralcorp or any of its Subsidiaries to a Person other than Parent Ralcorp or any of its Subsidiaries; and (B) nothing in this Section 3.1(b3.01(b) shall limit or prohibit any such sale, transfer or disposition. (c) Parent Ralcorp acknowledges and agrees that the Company Post will be irreparably damaged in the event any of the provisions of this Article III are not performed by Parent Ralcorp and its Subsidiaries in accordance with the specific terms of such section or are otherwise breached. Accordingly, it is agreed that the Company Post shall be entitled to an injunction to prevent breaches of this Article III and to specific enforcement of the provisions of this Article III in any action instituted in any court of the United States or any state having subject matter jurisdiction.

Voting of Company Common Stock. Subject to certain rights granted to other parties under the Trust Agreement, dated June 17, 1996, between Kmart Corporation, the Subsidiaries of Kmart Corporation parties thereto, First Trust of New York, N.A. and Xxxx X. Xxxxxxx, Trustees and related documents including the Securities Pledge Agreement (collectively, the "Pledge Agreement"), Stockholder hereby agrees that, during the period commencing on the date hereof and continuing until the first to occur of (a) From the date Effective Time or (b) termination of this Agreement and until the date that Parent and in accordance with its Subsidiaries terms, (i) Stockholder will not sell or transfer any Securities or any interest therein to any person, other than the Company and its Subsidiaries) cease to own any Retained Shares, Parent shalla wholly owned Subsidiary of Stockholder, and shall (ii) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, however called, or in connection with any written consent of the holders of Company Common Stock, Stockholder will appear at the meeting or otherwise cause its Subsidiaries to (in each case, to the extent that they own any Retained Shares), be present, in person or by proxy, at each and every Company shareholder meeting, and otherwise to cause all Retained Shares owned by them Securities to be counted as present thereat for purposes of establishing a quorum at any such meeting, and to vote or consent on any matter (including waivers of contractual or statutory rights), or cause to be voted or consented on any such matter, all such Retained Shares consented) the Securities (A) in proportion to favor of the votes cast adoption of the Merger Agreement and the approval of other actions contemplated by the other holders of Common Stock on such matter. (b) From the date of Merger Agreement and this Agreement and until any actions required in furtherance thereof and hereof; (B) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the date that Company under the Merger Agreement or this Agreement; and (C) except as otherwise agreed to in writing in advance by Parent and in its Subsidiaries sole discretion, against the following actions (other than the Merger and the transactions contemplated by this Agreement and the Merger Agreement): (1) any Takeover Proposal or Acquisition Agreement (other than the Merger or the Merger Agreement) and (2)(u) any change in a majority of the persons who constitute the Company and its SubsidiariesBoard; (v) cease any material change in the present capitalization of the Company, including without limitation any proposal to own any Retained Shares, Parent hereby grants, and shall cause its Subsidiaries (sell a substantial equity interest in each case, to the extent that they own any Retained Shares) to grant, an irrevocable proxy, which shall be deemed coupled with an interest sufficient in law to support an irrevocable proxy to the Company or its designeesSubsidiaries; (w) any amendment of the Company's Certificate of Incorporation or By-laws; (x) any other change in the Company's corporate structure or business; or (y) any other action which, in the case of each of the matters referred to in clauses (2)(u), (v), (w) or (x), is intended, or could reasonably be expected, to voteimpede, interfere with, delay, postpone or materially adversely affect the Merger and the transactions contemplated by this Agreement and the Merger Agreement. Stockholder may not enter into any agreement or understanding with respect to any matter (including waivers person the effect of contractual which would be inconsistent with or statutory rights), all Retained Shares owned by them, in proportion to the votes cast by the other holders violative of Common Stock on such matter; provided, that (i) such proxy shall automatically be revoked as to a particular Retained Share upon any sale, transfer or other disposition of such Retained Share from Parent or any of its Subsidiaries to a Person other than Parent or any of its Subsidiaries; and (B) nothing provision contained in this Section 3.1(b) shall limit or prohibit any such sale, transfer or disposition3. (c) Parent acknowledges and agrees that the Company will be irreparably damaged in the event any of the provisions of this Article III are not performed by Parent and its Subsidiaries in accordance with the specific terms of such section or are otherwise breached. Accordingly, it is agreed that the Company shall be entitled to an injunction to prevent breaches of this Article III and to specific enforcement of the provisions of this Article III in any action instituted in any court of the United States or any state having subject matter jurisdiction.

Voting of Company Common Stock. Parent and Merger Sub agree as follows: (a) From Prior to the Effective Date, and except as contemplated hereby or except with the prior written consent of the Company, Merger Sub will not (i) sell, transfer, pledge, encumber, assign or otherwise dispose of, enforce or permit the execution of the provisions of any redemption agreement with the Company or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Merger Sub-Owned Shares, or any shares of Company Common Stock acquired by Merger Sub after the date hereof, or any interest in any of the foregoing, (ii) grant any proxies or powers of attorney, deposit of shares into a voting trust or enter into a voting agreement with respect to any shares of Company Common Stock or (iii) consent or otherwise agree to any amendment, waiver or other modification of the Certificate of Incorporation or By-Laws of the Company; (b) Without the prior written consent of the Company, Merger Sub will not take any action to impede, interfere with, delay or postpone the Company Meeting; (c) At the Company Meeting or at any other meeting of the holders of shares of Company Common Stock prior to the Effective Date, however called, or in connection with any solicitation of written consents of the holders of shares of Company Common Stock, Merger Sub shall vote (or cause to be voted) or act by written consent with respect to the Merger Sub-Owned Shares (i) in favor of adoption and approval of this Agreement and until the date Merger and the approval of the terms hereof and each of the other actions contemplated by this Agreement; (ii) against any action or agreement that Parent would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent, Merger Sub or the Company contained in this Agreement; and its Subsidiaries (iii) against any action, agreement or transaction (other than this Agreement or the Company and its Subsidiariestransactions contemplated hereby) cease to own any Retained Sharesthat is intended, Parent shall, and shall cause its Subsidiaries to (in each caseor could reasonably be expected, to impede, interfere or be inconsistent with, delay, postpone, discourage or materially adversely affect the extent that they own Merger or this Agreement. Merger Sub shall not enter into any Retained Shares), be present, in agreement or understanding with any person or by proxy, at each and every Company shareholder meeting, and otherwise to cause all Retained Shares owned by them to be counted as present for purposes of establishing a quorum at any such meeting, and entity to vote or consent on give instructions in any matter manner inconsistent with clauses (including waivers of contractual or statutory rightsi), (ii) or cause to be voted or consented on any such matter, all such Retained Shares in proportion to the votes cast by the other holders of Common Stock on such matter. (biii) From the date of this Agreement and until the date that Parent and its Subsidiaries (other than the Company and its Subsidiaries) cease to own any Retained Shares, Parent hereby grants, and shall cause its Subsidiaries (in each case, to the extent that they own any Retained Shares) to grant, an irrevocable proxy, which shall be deemed coupled with an interest sufficient in law to support an irrevocable proxy to the Company or its designees, to vote, with respect to any matter (including waivers of contractual or statutory rights), all Retained Shares owned by them, in proportion to the votes cast by the other holders of Common Stock on such matter; provided, that (i) such proxy shall automatically be revoked as to a particular Retained Share upon any sale, transfer or other disposition of such Retained Share from Parent or any of its Subsidiaries to a Person other than Parent or any of its Subsidiaries; and (B) nothing in this Section 3.1(b) shall limit or prohibit any such sale, transfer or disposition. (c) Parent acknowledges and agrees that the Company will be irreparably damaged in the event any of the provisions of this Article III are not performed by Parent and its Subsidiaries in accordance with the specific terms of such section or are otherwise breached. Accordingly, it is agreed that the Company shall be entitled to an injunction to prevent breaches of this Article III and to specific enforcement of the provisions of this Article III in any action instituted in any court of the United States or any state having subject matter jurisdictionpreceding sentence.

Voting of Company Common Stock. (a) From the date of this Agreement Effective Date and until the date that Parent MetLife and its Subsidiaries (other than the Company and its Subsidiaries) cease to own any shares of Company Common Stock not distributed in the Distribution (the “Retained Shares”), Parent MetLife shall, and shall cause its Subsidiaries to (in each case, to the extent that they own any Retained Shares), be present, in person or by proxy, at each and every Company shareholder stockholder meeting, and otherwise to cause all Retained Shares owned by them to be counted as present for purposes of establishing a quorum at any such meeting, and to vote or consent on any matter (including waivers of contractual or statutory rights), or cause to be voted or consented on any such matter, all such Retained Shares in proportion to the votes cast by the other holders of Company Common Stock on such matter. (b) From the date of this Agreement Effective Date and until the date that Parent MetLife and its Subsidiaries (other than the Company and its Subsidiaries) cease to own any Retained Shares, Parent MetLife hereby grants, and shall cause its Subsidiaries (in each case, to the extent that they own any Retained Shares) to grant, an irrevocable proxy, which shall be deemed coupled with an interest sufficient in law to support an irrevocable proxy to the Company or its designees, to vote, with respect to any matter (including waivers of contractual or statutory rights), all Retained Shares owned by them, in proportion to the votes cast by the other holders of Company Common Stock on such matter; provided, that (i) such proxy shall automatically be revoked as to a particular Retained Share upon any sale, transfer or other disposition of such Retained Share from Parent MetLife or any of its Subsidiaries to a Person other than Parent MetLife or any of its Subsidiaries; and (Bii) nothing in this Section 3.1(b7.1(b) shall limit or prohibit any such sale, transfer or disposition. (c) Parent MetLife acknowledges and agrees that the Company will be irreparably damaged in the event any of the provisions of this Article III VII are not performed by Parent MetLife and its Subsidiaries in accordance with the specific terms of such section or are otherwise breached. Accordingly, it is agreed that the Company shall be entitled to an injunction to prevent breaches of this Article III VII and to specific enforcement of the provisions of this Article III VII in any action instituted in any court of the United States or any state having subject matter jurisdiction.

Voting of Company Common Stock. (a) From the date of this Agreement Distribution Date and until the date that Parent Nuance and its Subsidiaries (other than the Company and its Subsidiaries) cease to own any shares of SpinCo Common Stock owned by Nuance and its Subsidiaries immediately prior to the Distribution not distributed in the Distribution (the “Retained Shares”), Parent Nuance shall, and shall cause its Subsidiaries to (in each case, to the extent that they own any Retained Shares), be present, in person or by proxy, at each and every Company shareholder SpinCo stockholder meeting, and otherwise to cause all Retained Shares owned by them to be counted as present for purposes of establishing a quorum at any such meeting, and to vote vote, abstain or consent on any matter (including waivers of contractual or statutory rights), or cause to be voted voted, abstained or consented on any such matter, all such Retained Shares in proportion to the votes cast by the other holders of SpinCo Common Stock on such matter, it being understood and agreed that for purposes of determining such proportions, votes not cast (whether as abstentions, absences or otherwise) by the other holders of SpinCo Common Stock on any such matter shall be treated as having abstained from such vote. (b) From the date of this Agreement Distribution Date and until the date that Parent Nuance and its Subsidiaries (other than the Company and its Subsidiaries) cease to own any Retained Shares, Parent Nuance hereby grants, and shall cause its Subsidiaries (in each case, to the extent that they own any Retained Shares) to grant, an irrevocable proxy, which shall be deemed coupled with an interest sufficient in law to support an irrevocable proxy to the Company SpinCo or its designees, to votevote or abstain, with respect to any matter (including waivers of contractual or statutory rights), all Retained Shares owned by them, in proportion to the votes cast or abstained by the other holders of SpinCo Common Stock on such mattermatter in accordance with Section 11.01(a); provided, that (i) such proxy shall automatically be revoked as to a particular Retained Share upon any sale, transfer or other disposition of such Retained Share from Parent Nuance or any of its Subsidiaries to a Person other than Parent Nuance or any of its Subsidiaries; Subsidiaries and (Bii) nothing in this Section 3.1(b11.01(b) shall limit or prohibit any such sale, transfer or disposition. (c) Parent acknowledges and agrees that the Company will be irreparably damaged in the event any of the provisions of this Article III are not performed by Parent and its Subsidiaries in accordance with the specific terms of such section or are otherwise breached. Accordingly, it is agreed that the Company shall be entitled to an injunction to prevent breaches of this Article III and to specific enforcement of the provisions of this Article III in any action instituted in any court of the United States or any state having subject matter jurisdiction.