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, the ownership of voting securities of a BDTV Entity or otherwise) (including all Common Shares held by any BDTV Entity), (x) to vote against (and not act by written consent to approve) such Contingent Matter (including causing each BDTV Entity to vote all Common Shares held by it against approval of such Contingent Matter and not executing any written consents with respect to such Common Shares held by any BDTV Entity) 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). (b) Each Stockholder agrees to vote (and cause each member of its or his Stockholder Group to vote, if applicable), or act by written consent with respect to, any Common Shares with respect to which it or he has the power to vote (whether by proxy, the ownership of voting securities of a BDTV Entity or otherwise) (including all Common Shares held by any BDTV Entity) in favor of each of the Director designees of Liberty which Liberty has a right to designate pursuant to the Governance Agreement. (c) Upon the written request of Liberty, Xxxxxx, in his capacity as a stockholder only, agrees to vote (and cause each member of the Xxxxxx Stockholder Group to vote, if applicable), or act by written consent, with respect to any Common Shares with respect to which it or he has the power to vote (whether by proxy, the ownership of voting securities of a BDTV Entity or otherwise) (including all shares held by any BDTV Entity) and otherwise take or cause to be taken all actions necessary to remove any Director designated by Liberty and to elect any replacement Director designated by Liberty as provided in the Governance Agreement. Unless Liberty and Xxxxxx otherwise agree, neither Xxxxxx nor any member of the Xxxxxx Stockholder Group, shall take any action to cause the removal of any Director designated by Liberty except upon the written request of Liberty. (d) Liberty will not be deemed to be in violation of paragraphs (a), (b) or (c) of this Section 3.1 as a result of any action by Xxxxxx (including actions taken by a BDTV Entity as a result of an action by Xxxxxx) that is not within Liberty’s control.

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 MatterFundamental Change, Liberty and Xxxxxx agree subject to Section 4.2 hereof, 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, the ownership of voting securities of a BDTV Entity or otherwise) (including all Common Shares shares held by any BDTV Entity), (x) to vote against (and not act by written consent to approve) such Contingent Matter Fundamental Change (including causing each BDTV Entity to vote all Common Shares held by it against approval of such Contingent Matter and not voting or not executing any a written consents consent with respect to such the Common Shares held beneficially owned by any a BDTV Entity) unless Liberty and Xxxxxx (or, if either such Stockholder’s consent is no longer required pursuant to the Governance Agreement, the any Stockholder whose consent is then required) have has not consented to such Contingent Matter Fundamental Change 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 Fundamental Change without the consent of Liberty and/or Xxxxxx (as applicable)each such Stockholder who has the right to consent to such Fundamental Change pursuant to the terms of the Governance Agreement. (b) Each Stockholder agrees of Liberty and Dillxx xxxees to vote (and cause each member of its or his Stockholder Group to vote, if applicable), or act by written consent with respect to any Common Shares with respect to which it or he has the power to vote (whether by proxy, the ownership of voting securities of a BDTV Entity or otherwise) (including all shares held by any BDTV Entity) in favor of each of the designees of Universal which Universal has a right to designate pursuant to the Governance Agreement. At such time as Liberty shall be entitled to designate directors to the Board pursuant to the terms of the Governance Agreement, each of Universal and Dillxx xxxees to vote (and cause each member of its or his Stockholders Group to vote, if applicable), or act by written consent with respect to, any Common Shares with respect to which it or he has the power to vote (whether by proxy, the ownership of voting securities of a BDTV Entity or otherwise) (including all Common Shares shares held by any BDTV Entity) in favor of each of the Director designees of Liberty which Liberty has a right to designate pursuant to the Governance AgreementLiberty. (c) Upon the written request of Universal or Liberty, Xxxxxxeach Stockholder, in his such Stockholder's capacity as a stockholder only, agrees to vote (and cause each member of the Xxxxxx Stockholder its Stockholders Group to vote, if applicable), or act by written consent, consent with respect to any Common Shares with respect to which it or he has the power to vote (whether by proxy, the ownership of voting securities of a BDTV Entity or otherwise) (including all shares held by any BDTV Entity) and otherwise take or cause to be taken all actions necessary to remove any Director designated by Liberty such requesting party and to elect any replacement Director designated by Liberty such party as provided in the Governance Agreement. Unless Liberty and Xxxxxx all the Stockholders otherwise agree, neither Xxxxxx nor no Stockholder or any member of the Xxxxxx Stockholder Group, its Stockholders Group shall take any action to cause the removal of any Director designated by Universal or any Director designated by Liberty except (i) in the case of a Director designated by Universal, upon the written request of Universal, and (ii) in the case of a Director designated by Liberty, upon the written request of Liberty; provided, however, that any required approval of the FCC shall have been obtained prior to so doing. (d) Subject to applicable law, Universal and Dillxx xxxee that following the CEO Termination Date or such date that Dillxx xxxomes Disabled and so long as Dillxx xxxeficially owns Voting Securities representing at least 7.5% of the outstanding Voting Securities (excluding Voting Securities beneficially owned by Liberty and Universal), Dillxx xxxll vote (and cause each member of his Stockholders Group to vote, if applicable), or act by 18 15 written consent with respect to any Common Shares beneficially owned by him or with respect to which he has the power to vote (whether by proxy, ownership of voting securities of a BDTV Entity or otherwise), at Universal's option exercised by written notice to Dillxx xxxivered at least 5 Business Days prior to the date of the meeting applicable to the vote or the date by which consents in writing must be delivered, either (i) in his own discretion or (ii) in the same proportion as the Public Stockholders vote their shares of Common Stock. In the event that Universal elects clause (ii) of this paragraph (d), it shall be Universal's responsibility to coordinate with the Company's tabulation agent so that Dillxx'x xxxe in accordance with such clause shall be given effect. The rights and obligations of Universal and Dillxx xxxer this Section 3.3(d) shall terminate when Universal is no longer entitled to designate at least two Directors. In addition to the foregoing, Dillxx xxxees, subject to his Disability, to use his reasonable efforts to facilitate any FCC approvals required in connection with the transactions or events contemplated by the Spin-Off Agreement or this Agreement in the event of the CEO Termination Date or his Disability. (e) For purposes of Sections 3.3 and 3.6 and Article V of this Agreement as well as the stockholders agreement in effect as of the date hereof between Liberty and Dillxx, xxch of Liberty and Dillxx xxxeby consents and agrees to the taking of any action by any of Dillxx, x BDTV Entity or Liberty, which action is reasonably necessary or appropriate to approve and consummate the transactions pursuant to the Investment Agreement (other than a spin-off in accordance with Section 9.14 of the Investment Agreement) and the Transaction Agreements (and including the additional incentive compensation arrangements relating to Dillxx). Xeither Dillxx xxx Liberty shall enter into, or permit any material amendment to, or waiver or modification of material rights or obligations under the Investment Agreement or the Transaction Agreements (including by the Company) without the prior written consent of the other Stockholder. The consent granted by the first sentence of this paragraph is intended to be specifically limited by the foregoing sentence. (f) Liberty will not be deemed to be in violation of paragraphs (a), (b) or (c) of this Section 3.1 3.3 as a result of any action by Xxxxxx Dillxx (including actions taken xxcluding by a BDTV Entity as a result of an action by XxxxxxDillxx) that xxat is not within Liberty’s 's control.

Voting on Certain Matters. (a) In Prior to April 8, 2009, unless an Acquisition Restrictions Termination Event shall have occurred and the event that Section 2.03 Acquisition Restrictions have not been reinstated pursuant to the terms of this Agreement (but only until such time, if any, as the Acquisition Restrictions shall have been reinstated), Glencore shall, and shall cause each of its Affiliates who Beneficially Owns Voting Securities to, at any annual or special meeting of securityholders at which members of the Governance Agreement is applicableBoard are to be elected or in connection with a solicitation of consents through which members of the Board are to be elected, to the extent it or any of them votes or causes to be voted (or act by written consent with respect to) any Voting Securities Beneficially Owned by it or by any of them with respect to such election, such Voting Securities shall be voted (or the written consents with respect thereto shall be given) in the same proportion as the Voting Securities held by stockholders of the Company other than Glencore and its Affiliates are voted, except that Glencore and its Affiliates may vote all of their Voting Securities in favor of the election of the nominee designated by them pursuant to Section 4.1(c). (b) Except with respect to any vote or action by written consent for the election of members of the Board as described in Section 4.1(a) above, Glencore and its Affiliates may, in connection with any vote or action by written consent of the stockholders of the Company relating to any matter that constitutes a Contingent MatterCompany, 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, the ownership of voting securities of a BDTV Entity or otherwise) (including all Common Shares held by any BDTV Entity), (x) to vote against (and not act by written consent to approve) such Contingent Matter (including causing each BDTV Entity to vote all Common Shares held by it against approval of such Contingent Matter and not executing any written consents with respect to such Common Shares held by any BDTV Entity) 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). (b) Each Stockholder agrees to vote (and cause each member of its or his Stockholder Group to vote, if applicable), or act by written consent with respect to, any Common Shares with respect to which it or he has the power to vote (whether by proxy, the ownership of voting securities of a BDTV Entity or otherwise) voted (including through proxies granted by them) all Common Shares held Voting Securities Beneficially Owned by any BDTV Entity) of them, as they shall elect in favor of each of the Director designees of Liberty which Liberty has a right to designate pursuant to the Governance Agreementtheir sole discretion. (c) Upon the written request of Liberty, Xxxxxx, in his capacity as a stockholder only, agrees to vote (and cause each member of the Xxxxxx Stockholder Group to vote, if applicable), or act by written consent, with respect to any Common Shares with respect to which it or he has the power to vote (whether by proxy, the ownership of voting securities of a BDTV Entity or otherwise) (including all shares held by any BDTV Entity) and otherwise take or cause to be taken all actions necessary to remove any Director designated by Liberty and to elect any replacement Director designated by Liberty as provided in the Governance Agreement. Unless Liberty and Xxxxxx otherwise agree, neither Xxxxxx nor any member of the Xxxxxx Stockholder Group, shall take any action to cause the removal of any Director designated by Liberty except upon the written request of Liberty. (d) Liberty will not be deemed to be in violation of paragraphs (a), (b) or (c) of this Section 3.1 as a result of any action by Xxxxxx (including actions taken by a BDTV Entity as a result of an action by Xxxxxx) that is not within Liberty’s control.

Voting on Certain Matters. (a) In the event Each Shareholder agrees with and covenants to each Investor that Section 2.03 if any affirmative vote, consent, approval or other action by any of the Governance Agreement Company's stockholders, as such, is applicablerequired in order to authorize, or otherwise in connection with, the Company's observance of any of the terms of, or the performance by the Company of any of the Company's agreements, covenants, obligations or commitments under or with respect to any Transaction Document, such Shareholder shall, in connection with its capacity as a stockholder of the Company, give such affirmative vote, consent or approval and take such other action, including any such vote, consent, approval or other action contemplated by this Article III or pursuant to the Series B Certificate of Designation. Whenever any action is required to be taken by a Shareholder pursuant to this Agreement, such Shareholder agrees to take all steps reasonably necessary to implement such action including, without limitation, voting at any meeting of stockholders all shares of capital stock held by such Shareholder in favor of such action, and/or executing or causing to be executed, as promptly as practicable, a consent in writing to the taking of such action. Any agreement by a Shareholder to vote capital stock held by such Shareholder in a certain manner shall be deemed, in each instance, to include an agreement by such Shareholder to use its reasonable efforts to take all actions necessary to call, or to cause the Company and the appropriate officers and Directors of the Company to call, as promptly as practicable, a special or annual meeting of stockholders to consider such action (and such Shareholder shall thereafter attend any such annual or special meeting in person or by proxy), or to cause a written consent to the taking of such action to be circulated among 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 execute and deliver any Common Shares with respect to which it or he has the power to vote (whether by proxy, the ownership of voting securities of a BDTV Entity or otherwise) (including all Common Shares held by any BDTV Entity), (x) to vote against (and not act by written such consent to approve) such Contingent Matter (including causing each BDTV Entity action). Each Shareholder further agrees to vote all Common Shares held by it against approval of such Contingent Matter and not executing any written consents with respect to such Common Shares held by any BDTV Entity) 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). (b) Each Stockholder agrees to vote (and cause each member of its or his Stockholder Group shares of capital stock entitled to vote, if applicable)and to take all other actions necessary, or act by written consent with respect to, any Common Shares with respect to which it or he has ensure that the power to vote (whether by proxy, the ownership Certificate of voting securities of a BDTV Entity or otherwise) (including all Common Shares held by any BDTV Entity) in favor of each Incorporation and Bylaws of the Director designees of Liberty which Liberty has a right to designate pursuant to Company facilitate and do not at any time prohibit the Governance Agreementactions contemplated by this Agreement or any other Transaction Document. (c) Upon the written request of Liberty, Xxxxxx, in his capacity as a stockholder only, agrees to vote (and cause each member of the Xxxxxx Stockholder Group to vote, if applicable), or act by written consent, with respect to any Common Shares with respect to which it or he has the power to vote (whether by proxy, the ownership of voting securities of a BDTV Entity or otherwise) (including all shares held by any BDTV Entity) and otherwise take or cause to be taken all actions necessary to remove any Director designated by Liberty and to elect any replacement Director designated by Liberty as provided in the Governance Agreement. Unless Liberty and Xxxxxx otherwise agree, neither Xxxxxx nor any member of the Xxxxxx Stockholder Group, shall take any action to cause the removal of any Director designated by Liberty except upon the written request of Liberty. (d) Liberty will not be deemed to be in violation of paragraphs (a), (b) or (c) of this Section 3.1 as a result of any action by Xxxxxx (including actions taken by a BDTV Entity as a result of an action by Xxxxxx) that is not within Liberty’s control.

Voting on Certain Matters. (a) In Each Stockholder covenants and agrees, severally and not jointly with any other Stockholder, with the event that Section 2.03 Company that, until the earlier of the Governance Agreement is applicablethird anniversary of the date of Closing and the first date upon which such Stockholder, together with its Counted Permitted Transferees, beneficially owns Voting Securities that represent in the aggregate less than 10% of the Total Voting Power, such Stockholder shall: (i) cause the Voting Securities beneficially owned by such Stockholder to be present, in connection with any vote person or action represented by written consent proxy, at all meetings of the stockholders of the Company relating to (whether annual or special and whether or not an adjourned or postponed meeting) so that the Voting Securities of such Stockholder may be counted for determining a quorum at each such meeting; and (ii) other than for the election of Directors and for any matter that constitutes a Contingent Matter, Liberty and Xxxxxx agree (and each agrees to cause each member of its Stockholder Group, if applicable), vote with respect to any Common Shares with the Class B Conversion Approval, vote, or cause to be voted, the Voting Securities beneficially owned by such Stockholder, or execute one or more written consents in respect to which it or he has of the power to vote Voting Securities beneficially owned by such Stockholder at all meetings (whether by proxy, annual or special and whether or not an adjourned or postponed meeting) of the ownership stockholders of voting securities of a BDTV Entity or otherwise) (including all Common Shares held by any BDTV Entity), (x) to vote against (and not act by written consent to approve) such Contingent Matter (including causing each BDTV Entity to vote all Common Shares held by it against approval of such Contingent Matter and not executing any written consents with respect to such Common Shares held by any BDTV Entity) 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 Company 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 Board’s recommendation with respect to each matter, so long as holders of a Contingent Matter without majority of the consent Public Voting Securities who have submitted proxies to the Company in respect of Liberty and/or Xxxxxx such meeting by the Measurement Time have authorized the proxy holder to vote their Voting Securities at such meeting in accordance with the Board’s recommendation on such matter (as applicableit being understood that if holders of a majority of the Public Voting Securities who have submitted proxies to the Company in respect of such meeting by the Measurement Time have authorized the proxy holder to vote the Voting Securities represented by such proxies other than in accordance with the Board’s recommendation on such matter, then each Stockholder may vote at such meeting (or execute one or more written consents in respect of) its Voting Securities on such matter in its sole discretion). (b) Each Stockholder agrees to vote (and cause each member of its or his Stockholder Group to vote, if applicable), or act by written consent with respect to, any Common Shares with respect to which it or he has the power to vote (whether by proxy, the ownership of voting securities of a BDTV Entity or otherwise) (including all Common Shares held by any BDTV Entity) in favor of each of the Director designees of Liberty which Liberty has a right to designate pursuant to the Governance Agreement. (c) Upon the written request of Liberty, Xxxxxx, in his capacity as a stockholder only, agrees to vote (and cause each member of the Xxxxxx Stockholder Group to vote, if applicable), or act by written consent, with respect to any Common Shares with respect to which it or he has the power to vote (whether by proxy, the ownership of voting securities of a BDTV Entity or otherwise) (including all shares held by any BDTV Entity) and otherwise take or cause to be taken all actions necessary to remove any Director designated by Liberty and to elect any replacement Director designated by Liberty as provided in the Governance Agreement. Unless Liberty and Xxxxxx otherwise agree, neither Xxxxxx nor any member of the Xxxxxx Stockholder Group, shall take any action to cause the removal of any Director designated by Liberty except upon the written request of Liberty. (d) Liberty will not be deemed to be in violation of paragraphs (a), (b) or (c) of this Section 3.1 as a result of any action by Xxxxxx (including actions taken by a BDTV Entity as a result of an action by Xxxxxx) that is not within Liberty’s control.

Voting on Certain Matters. (a) In Each Stockholder covenants and agrees, severally and not jointly with any other Stockholder, with the event that Section 2.03 Company that, until the earlier of the Governance Agreement is applicablethird anniversary of the date of Closing and the first date upon which such Stockholder, together with its Counted Permitted Transferees, beneficially owns Voting Securities that represent in the aggregate less than 10% of the Total Voting Power, such Stockholder shall: (i) cause the Voting Securities beneficially owned by such Stockholder to be present, in connection with any vote person or action represented by written consent proxy, at all meetings of the stockholders of the Company relating to any matter (whether annual or special and whether or not an adjourned or postponed meeting) so that constitutes the Voting Securities of such Stockholder may be counted for determining a Contingent Matter, Liberty and Xxxxxx agree quorum at each such meeting; (and each agrees to cause each member of its Stockholder Group, if applicable), ii) with respect to shares of Class A Common Stock and Common Stock beneficially owned by such Stockholder, other than for the election of Directors and for any Common Shares vote with respect to which it the Class B Conversion Approval, vote, or he has the power cause to vote be voted, such Voting Securities, or execute one or more written consents in respect of such Voting Securities at all meetings (whether by proxy, annual or special and whether or not an adjourned or postponed meeting) of the ownership stockholders of voting securities of a BDTV Entity or otherwise) (including all Common Shares held by any BDTV Entity), (x) to vote against (and not act by written consent to approve) such Contingent Matter (including causing each BDTV Entity to vote all Common Shares held by it against approval of such Contingent Matter and not executing any written consents with respect to such Common Shares held by any BDTV Entity) 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 Company in accordance with the provisions Board’s recommendation with respect to each matter, so long as holders of a majority of the Governance Agreement Public Voting Securities who have submitted proxies to the Company in respect of such meeting by the Measurement Time have authorized the proxy holder to vote their Voting Securities at such meeting in accordance with the Board’s recommendation on such matter (it being understood that if holders of a majority of the Public Voting Securities who have submitted proxies to the Company in respect of such meeting by the Measurement Time have authorized the proxy holder to vote the Voting Securities represented by such proxies other than in accordance with the Board’s recommendation on such matter, then each Stockholder may vote at such meeting (or execute one or more written consents in respect of) such Voting Securities on such matter in its sole discretion); and (iii) with respect to shares of Class B Common Stock beneficially owned by such Stockholder, other than for the election of Directors and (y) for any vote with respect to take the Class B Conversion Approval, vote, or cause to be taken voted, such Voting Securities, or execute one or more written consents in respect of such Voting Securities at all other reasonable actions required, meetings (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company in a manner that is proportionate to the extent permitted by law, manner in which shares of Public Voting Securities who have submitted proxies to prevent the taking Company in respect of any action such meeting by the Company with respect to a Contingent Matter without the consent of Liberty and/or Xxxxxx (as applicable)Measurement Time are voted. (b) Each Stockholder agrees to vote (and cause each member of its or his Stockholder Group to vote, if applicable), or act by written consent with respect to, any Common Shares with respect to which it or he has the power to vote (whether by proxy, the ownership of voting securities of a BDTV Entity or otherwise) (including all Common Shares held by any BDTV Entity) in favor of each of the Director designees of Liberty which Liberty has a right to designate pursuant to the Governance Agreement. (c) Upon the written request of Liberty, Xxxxxx, in his capacity as a stockholder only, agrees to vote (and cause each member of the Xxxxxx Stockholder Group to vote, if applicable), or act by written consent, with respect to any Common Shares with respect to which it or he has the power to vote (whether by proxy, the ownership of voting securities of a BDTV Entity or otherwise) (including all shares held by any BDTV Entity) and otherwise take or cause to be taken all actions necessary to remove any Director designated by Liberty and to elect any replacement Director designated by Liberty as provided in the Governance Agreement. Unless Liberty and Xxxxxx otherwise agree, neither Xxxxxx nor any member of the Xxxxxx Stockholder Group, shall take any action to cause the removal of any Director designated by Liberty except upon the written request of Liberty. (d) Liberty will not be deemed to be in violation of paragraphs (a), (b) or (c) of this Section 3.1 as a result of any action by Xxxxxx (including actions taken by a BDTV Entity as a result of an action by Xxxxxx) that is not within Liberty’s control.

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, the ownership of voting securities of a BDTV Entity proxy or otherwise) (including all Common Shares held by any BDTV Entity), (x) to vote against (and not act by written consent to approve) such Contingent Matter (including causing each BDTV Entity to vote all Common Shares held by it against approval of such Contingent Matter and not executing any written consents with respect to such Common Shares held by any BDTV Entity) 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). (b) Each Stockholder agrees to vote (and cause each member of its or his Stockholder Group to vote, if applicable), or act by written consent with respect to, any Common Shares with respect to which it or he has the power to vote (whether by proxy, the ownership of voting securities of a BDTV Entity proxy or otherwise) (including all Common Shares held by any BDTV Entity) in favor of each of the Director designees of Liberty which Liberty has a right to designate pursuant to the Governance Agreement. (c) Upon the written request of Liberty, Xxxxxx, in his capacity as a stockholder only, agrees to vote (and cause each member of the Xxxxxx Stockholder Group to vote, if applicable), or act by written consent, with respect to any Common Shares with respect to which it or he has the power to vote (whether by proxy, the ownership of voting securities of a BDTV Entity proxy or otherwise) (including all shares held by any BDTV Entity) and otherwise take or cause to be taken all actions necessary to remove any Director designated by Liberty and to elect any replacement Director designated by Liberty as provided in the Governance Agreement. Unless Liberty and Xxxxxx otherwise agree, neither Xxxxxx nor any member of the Xxxxxx Stockholder Group, shall take any action to cause the removal of any Director designated by Liberty except upon the written request of Liberty. (d) Liberty will not be deemed to be in violation of paragraphs (a), (b) or (c) of this Section 3.1 as a result of any action by Xxxxxx (including actions taken by a BDTV Entity as a result of an action by Xxxxxx) that is not within Liberty’s control.