Common use of Voting of Escrowed Shares Clause in Contracts

Voting of Escrowed Shares. The Escrowed Shares held by the ------------------------- Escrow Agent pursuant to this Agreement shall be deemed issued and outstanding, shall appear as issued and outstanding on Monroe's balance sheet, and shall be legally outstanding under applicable state law. With respect to any matter on which stockholders of Monroe have a right to vote, the Escrow Agent, upon receipt of written notices to such effect, on behalf of the Xxxxxxx Stockholders, acting at the written direction of such stockholders, shall exercise the right to vote, or not vote, all Escrowed Shares (or any portion thereof); provided, however, that the Escrow Agent shall at the expense of ----------------- Monroe and the Xxxxxxx Stockholders promptly forward, or cause to be forwarded, copies of any proxies, proxy statements and other soliciting materials which it receives to the Xxxxxxx Stockholders, and shall vote the applicable portion of the Escrowed Shares in accordance with any written instructions timely received by the Escrow Agent from any Xxxxxxx Stockholder. Absent any such written instructions, the Escrow Agent shall not vote any Escrowed Shares.

Voting of Escrowed Shares. The Escrowed Shares held by the ------------------------- Escrow Agent pursuant to this Agreement shall be deemed issued and outstanding, shall appear as issued and outstanding on MonroeBuyer's balance sheet, and shall be legally outstanding under applicable state law. With respect to any matter on which stockholders of Monroe Buyer have a right to vote, the Escrow Agent, upon receipt of written notices to such effect, on behalf of the Xxxxxxx Stockholders, acting at the written direction of such stockholdersstockholders received not less than three (3) business days prior to such vote, shall exercise the right to vote, or not vote, all Escrowed Shares (or any portion thereof); provided, however, that the Escrow -------- ------- Agent shall at the expense of ----------------- Monroe Buyer and the Xxxxxxx Stockholders promptly forward, or cause to be forwarded, copies of any proxies, proxy statements and or other soliciting materials which it receives to the Xxxxxxx Stockholders' Representative, and shall vote the applicable portion of the Escrowed Shares in accordance with any written instructions timely received by the Escrow Agent from any Xxxxxxx Stockholder. Absent any such written instructions, the Escrow Agent shall not vote any Escrowed Shares.

Voting of Escrowed Shares. The Escrowed Shares held by the ------------------------- Escrow Agent pursuant to this Agreement shall be deemed issued and outstanding, shall appear as issued and outstanding on MonroeBuyer's balance sheet, and shall be legally outstanding under applicable state law. With respect to any matter on which stockholders of Monroe Buyer have a right to vote, the Escrow Agent, upon receipt of written notices to such effect, on behalf of the Xxxxxxx Stockholders, acting at the written direction of such stockholders, shall exercise the right to vote, or not vote, all Escrowed Shares (or any portion thereof); provided, however, that -------- ------- the Escrow Agent shall at the expense of ----------------- Monroe Buyer and the Xxxxxxx Stockholders promptly forward, or cause to be forwarded, copies of any proxies, proxy statements and other soliciting materials which it receives to the Xxxxxxx Stockholders, and shall vote the applicable portion of the Escrowed Shares in accordance with any written instructions timely received by the Escrow Agent from any Xxxxxxx Stockholder. Absent any such written instructions, the Escrow Agent shall not vote any Escrowed Shares.

Voting of Escrowed Shares. The Escrowed Shares held by ------------------------- the ------------------------- Escrow Agent pursuant to this Agreement shall be deemed issued and outstanding, shall appear as issued and outstanding on Monroe's balance sheet, and shall be legally outstanding under applicable state law. With respect to any matter on which stockholders of Monroe have a right to vote, the Escrow Agent, upon receipt of written notices to such effect, on behalf of the Xxxxxxx Minority Xxxxxx Stockholders, acting at the written direction of such stockholders, shall exercise the right to vote, or not vote, all Escrowed Shares (or any portion thereof); provided, however, that the ----------------- Escrow Agent shall at the expense of ----------------- Monroe and the Xxxxxxx Xxxxxx Stockholders promptly forward, or cause to be forwarded, copies of any proxies, proxy statements and other soliciting materials which it receives to the Xxxxxxx Minority Xxxxxx Stockholders, and shall vote the applicable portion of the Escrowed Shares in accordance with any written instructions timely received by the Escrow Agent from any Xxxxxxx Minority Xxxxxx Stockholder. Absent any such written instructions, the Escrow Agent shall not vote any Escrowed Shares.