Common use of Voting of Company Common Stock Clause in Contracts

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) the Effective Time or (b) termination of this Agreement in accordance with its terms, (i) Stockholder will not sell or transfer any Securities or any interest therein to any person, other than a wholly owned Subsidiary of Stockholder, and (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 the Securities to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Securities (A) in favor of the adoption of the Merger Agreement and the approval of other actions contemplated by the Merger Agreement and this Agreement and 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 Company under the Merger Agreement or this Agreement; and (C) except as otherwise agreed to in writing in advance by Parent in its 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 Board; (v) any material change in the present capitalization of the Company, including without limitation any proposal to sell a substantial equity interest in the Company or its Subsidiaries; (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 impede, 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 any person the effect of which would be inconsistent with or violative of any provision contained in this Section 3.

Voting of Company Common Stock. Stockholder The Stockholders hereby agrees agree that, during the period commencing on the date hereof and continuing until the first to occur of (a) the Effective Time or Time, (b) 30 days after termination of this the Merger Agreement in accordance with its terms, (i) Stockholder will not sell or transfer any Securities or any interest therein to any person, by Holdings other than pursuant to Sections 8.1(d)(ii) or 8.1(d)(iii) of the Merger Agreement provided that such termination is not as a wholly owned Subsidiary result of Stockholderthe Company's intentionally acting, and or failing to act, in bad faith with respect to its obligations under the Merger Agreement or (ii) rightfully by the Company in good faith pursuant to Section 8.1(f) of the Merger Agreement, or (c) June 30, 1998 (the first to occur of clauses (a), (b) and (c), the Termination Date ), 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 the Stockholders will appear at the meeting or otherwise cause the Securities to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Securities (A) in favor of the adoption of the Merger Agreement and the approval of other actions contemplated by the Merger Agreement and this Agreement and 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 material covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (C) except as otherwise agreed to in writing in advance by Parent Holdings in its 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 Acquisition Transaction or Acquisition Agreement Superior Proposal, (other than the Merger or the Merger Agreement2) and (2)(uu) any change in a majority of the persons who constitute the Company BoardCompany's Board of Directors (other than with the approval of a majority of the Company's directors then in office); (v) any material change in the present capitalization of the Company, including without limitation any proposal to sell a substantial equity interest in the Company or its Subsidiaries; (w) any amendment of the Company's Certificate of Incorporation or By-laws; (x) any other material 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)(u2) (u), (v), (w) or (x), is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or materially adversely affect the Merger and the transactions contemplated by this Agreement and the Merger Agreement. Stockholder The Stockholders may not enter into any agreement or understanding with any person the intended or reasonably anticipated effect of which would be inconsistent with or violative of any provision contained in this Section 3.

Voting of Company Common Stock. Each Stockholder hereby agrees that, during the period commencing on the date hereof and continuing until the first to occur of (a) the Effective Time or (b) termination of this Agreement in accordance with its termsSection 7, (i) Stockholder will not sell or transfer any Securities or any interest therein to any person, other than a wholly owned Subsidiary of Stockholder, and (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, such Stockholder will appear at the meeting or otherwise cause the Securities to be counted as present thereat for purposes of establishing a quorum and shall vote or consent (or cause to be voted or consentedvoted) the Securities number of shares of Company Common Stock set forth opposite such Stockholder's name on Schedule 1 hereto (Athe "Existing Shares") and any shares of Company Common Stock acquired by such Stockholder after the date hereof (collectively with the Existing Shares, the "Shares"): (i) in favor of the adoption Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof; (Bii) against any action action, any failure to act, 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 Company under the Merger Agreement or this Agreement; and (Ciii) except as otherwise agreed to in writing in advance by Parent in its sole discretionParent, against the following actions (other than the Merger and the transactions contemplated by this Agreement and the Merger Agreement): (1A) any Takeover Proposal extraordinary corporate transaction, such as a merger, consolidation or Acquisition Agreement other business combination involving the Company or its Subsidiaries; (other than B) a sale, lease or transfer of a material amount of assets of the Merger Company or its Subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Merger AgreementCompany or its Subsidiaries; (C) and (2)(u1) any change in a majority of the persons who constitute the Company Boardboard of directors of the Company; (v2) any material change in the present capitalization of the Company, including without limitation any proposal to sell a substantial equity interest in the Company or any of its Subsidiaries; (w) Subsidiaries or any amendment of the Company's or any Subsidiary's Certificate of Incorporation or By-lawsBylaws (or comparable organizational documents); (x3) any other material change in the Company's or any Subsidiary's corporate structure or business; or (y4) any other action which, in involving the case of each of the matters referred to in clauses (2)(u), (v), (w) Company or (x), its Subsidiaries which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone postpone, or materially adversely affect the Merger and the transactions contemplated by this Agreement and the Merger Agreement. Each Stockholder may agrees that it shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent with or violative of any provision to violate the provisions and agreements contained in this Section 3.

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) the Effective Time or (b) termination of this Agreement in accordance with its terms, (i) Stockholder will not sell or transfer any Securities or any interest therein to any person, other than a wholly owned Subsidiary of Stockholder, and (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 the Securities to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Securities (A) in favor of the adoption of the Merger Agreement and the approval of other actions contemplated by the Merger Agreement and this Agreement and 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 Company under the Merger Agreement or this Agreement; and (C) except as otherwise agreed to in writing in advance by Parent in its 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 Board; (v) any material change in the present capitalization of the Company, including without limitation any proposal to sell a substantial equity interest in the Company or its Subsidiaries; (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 impede, 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 any person the effect of which would be inconsistent with or violative of any provision contained in this Section 3.

Voting of Company Common Stock. Stockholder In the event that the Board of Directors of the Company has approved the Merger Agreement and the transactions contemplated thereby and has recommended (and has not made an Adverse Change in Recommendation) that the shareholders of the Company approve the Merger Agreement, each Shareholder hereby agrees that, during the period commencing on the date hereof and continuing until the first to occur of (a) the Effective Time or (b) termination of this Agreement in accordance with its terms, (i) Stockholder will not sell or transfer any Securities or any interest therein to any person, other than a wholly owned Subsidiary of Stockholder, and (ii) that 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 the Shareholder will appear at the meeting or otherwise cause the Securities Shares then held of record or Beneficially Owned by the Shareholder to be counted as present thereat for purposes of establishing a quorum and the Shareholder shall vote or consent (or cause to be voted or consented) the Securities (A) Shares then held of record or Beneficially Owned by the Shareholder in favor of the adoption Merger, the Share Issuance, the execution and delivery by the Company of the Merger Agreement and the approval and adoption of the terms thereof, and each of the other actions contemplated by the Merger Agreement (including but not limited to an amendment to the Company's Articles of Incorporation and this Agreement the Company's Stock Option Plan) and any actions required in furtherance thereof thereof, unless, following the date hereof (any of the following constituting a "Specified Transaction Exception"): (i) the Shareholder has voted for the approval of another transaction that will result or has resulted in a "Specified Transaction" (as defined below), (ii) any person (as such term is used in Section 13(d) and hereof; (B14(d) against any action of the Securities Exchange Act) shall have made a bona fide unsolicited proposal to the Company or agreement the Shareholder by public announcement or written communication, that is or becomes the subject of public disclosure, of a transaction that would result in a breach in any respect Specified Transaction (the "Proposal"), and such Proposal has not been publicly withdrawn prior to the vote of any covenant, representation or warranty or any other obligation or agreement shareholders of the Company under relating to the Merger, (iii) the Conversion Number is increased in any respect, or (iv) the Merger Agreement or this Agreement; and (C) except as is otherwise agreed to in writing in advance by Parent in its 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 amended in a majority of the persons who constitute the Company Board; (v) any material change in the present capitalization of the Company, including without limitation any proposal to sell a substantial equity interest in the Company or its Subsidiaries; (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 manner which, in Shareholder's reasonable judgment exercised in good faith, is materially adverse to Shareholder's interests; provided, however, that in the case of each either clause "(i)" or "(ii)" that the Company shall not be in breach or violation of the matters referred to in clauses (2)(u), (v), (waa) or (x), is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or materially adversely affect the Merger and the transactions contemplated by this Agreement and Section 4.2 of the Merger Agreement. Stockholder may not enter into any , or (bb) Section 2.7(A) of the Merger Agreement (but only to the extent that such breach or violation of Section 2.7(A) results from or arises out of an agreement existing at the date of signing of the Merger Agreement and relating to or understanding with any person in contemplation of the effect of which would be inconsistent with or violative of any provision contained in this Section 3transaction triggering the Specified Transaction Exception hereunder).