Common use of Voting of SpinCo Common Stock Clause in Contracts

Voting of SpinCo Common Stock. (a) From the date of the Distribution until the date that the Parent Group ceases to own any Retained Shares, Parent shall, and shall cause each member of the Parent Group to (in each case, to the extent that they own any Retained Shares), be present, in person or by proxy, at each and every 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 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 shares of SpinCo Common Stock on such matter. (b) From the date of the Distribution until the date that the Parent Group ceases to own any Retained Shares, Parent hereby grants, and shall cause each member of the Parent Group (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 SpinCo 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 shares of SpinCo Common Stock on such matter; provided that (i) such proxy shall automatically be revoked as to a particular Retained Share upon any Sale of such Retained Share from a member of the Parent Group to a Person other than a member of the Parent Group and (ii) nothing in this Section 3.1(b) shall limit or prohibit any such Sale.

Voting of SpinCo Common Stock. (a) From the date of the Distribution until the earlier of (x) the date that the Parent WDC Group ceases to own any Retained SharesShares and (y) the termination of this Agreement, Parent WDC shall, and shall cause each member of the Parent WDC Group to (in each case, to the extent that they own any Retained Shares), be present, in person or by proxy, at each and every SpinCo 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 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 shares of SpinCo Spinco Common Stock on such matter. (b) From the date of the Distribution until the date that the Parent Group ceases to own any Retained Shares, Parent WDC hereby grantsrevokes, and shall cause each member of the Parent WDC Group (in each case, to the extent that they own any Retained Shares) to grantrevoke, any and all previous proxies granted by them with respect to the Retained Shares owned (whether beneficially or of record) by them as of the date of this Agreement. From the date of the Distribution until the earlier of (x) the date that the WDC Group ceases to own any Retained Shares and (y) the termination of this Agreement, WDC hereby grants to, and shall cause each member of the WDC Group (to the extent that they own any Retained Shares) to grant to, Spinco or its designees (determined in Spinco’s sole discretion) an irrevocable proxy, with full power of substitution and resubstitution, which shall be deemed coupled with an interest sufficient in law to support an irrevocable proxy to SpinCo Spinco or its designeesdesignees (determined in Spinco’s sole discretion), to vote, with respect to any matter (including waivers of contractual or statutory rights), all Retained Shares owned (whether beneficially or of record) by them, in proportion to the votes cast by the other holders of shares of SpinCo Spinco Common Stock on such matter; provided that (i) such proxy shall automatically be revoked as to a particular Retained Share upon any Sale of such Retained Share from a member of the Parent WDC Group to a Person other than a member of the Parent WDC Group and (ii) nothing in this Section 3.1(b) 3.1 shall limit or prohibit any such Sale.