Common use of Voting on Certain Matters Clause in Contracts

Voting on Certain Matters. (a) In the event that Section 2.03 of the Governance Agreement is applicable, in connection with any vote or action by written consent of the stockholders of the Company relating to any matter that constitutes a Contingent Matter, Liberty and Xxxxxx agree (and each agrees to cause each member of its Stockholder Group, if applicable), with respect to any Common Shares with respect to which it or he has the power to vote (whether by proxy or otherwise), (x) to vote against (and not act by written consent to approve) such Contingent Matter unless Liberty and Xxxxxx (or, if either such Stockholder’s consent is no longer required pursuant to the Governance Agreement, the Stockholder whose consent is then required) have consented to such Contingent Matter in accordance with the provisions of the Governance Agreement and (y) to take or cause to be taken all other reasonable actions required, to the extent permitted by law, to prevent the taking of any action by the Company with respect to a Contingent Matter without the consent of Liberty and/or Xxxxxx (as applicable).

Voting on Certain Matters. (a) In the event that Section 2.03 of the Governance Agreement is applicable, in connection with any vote or action by written consent of the stockholders of the Company relating to any matter that constitutes a Contingent Matter, Liberty and Xxxxxx agree each Stockholder agrees (and each agrees to cause each member of its Stockholder Stockholders Group, if applicable), with respect to any Common Shares with respect to which it or he has the power to vote (whether by proxy proxy, the ownership of voting securities of a BDTV Entity or otherwise) (including all shares held by any BDTV Entity), (x) to vote against (and not act by written consent to approve) such Contingent Matter unless (including not voting or not executing a written consent with respect to the Common Shares beneficially owned by a BDTV Entity) if Liberty and Xxxxxx (or, if either such Stockholder’s consent is no longer required pursuant to the Governance Agreement, the Stockholder whose consent is then required) Diller have not consented to such Contingent Matter in accordance with the wixx xxx provisions of the Governance Agreement and (y) to take or cause to be taken all other reasonable actions required, to the extent permitted by law, to prevent the taking of any action by the Company with respect to a Contingent Matter without the consent of Liberty and/or Xxxxxx (as applicable)Liberty.