Common use of Voting on Certain Matters Clause in Contracts

Voting on Certain Matters. Subject to Sections 2(a)(ii) and 2(d), in the event that any of the matters specified in clauses (i) through (iv) below is presented to the stockholders of Splitco for approval or the stockholders of Splitco propose to act by written consent on any such matter, Xxxxxx (on behalf of the Xxxxxx Group) and Xxxxxx will seek to agree upon how the Covered Shares will be voted on such matter. If Xxxxxx and Xxxxxx reach an agreement as to how the Covered Shares are to be voted on such matter, Xxxxxx will vote the Covered Shares entitled to vote thereon as so agreed. In the event Xxxxxx and Xxxxxx do not agree on how the Covered Shares are to be voted on such matter, Xxxxxx will be required to vote and will vote all Covered Shares entitled to vote thereon against such proposal. The foregoing provisions will be applicable to the following matters: (i) any recapitalization, reclassification or other change in the capital structure of Splitco or the voluntary commencement of any liquidation, dissolution or winding up of Splitco; (ii) any merger or other business combination involving Splitco or its Subsidiaries or any sale of all or substantially all of Splitco’s assets; (iii) the creation of any new class or series of Splitco Capital Stock or the issuance (other than pursuant to options, warrants or other rights to acquire shares of Splitco Series A Stock or Splitco Series B Stock outstanding immediately following the Effective Time) of Splitco Common Stock (including to the extent required for NASDAQ purposes); and (iv) any amendment of the Certificate or Splitco’s bylaws.

Voting on Certain Matters. Subject to Sections 2(a)(ii) and 2(d), in the event that any of the matters specified in clauses (i) through (iv) below is presented to the stockholders of Splitco Spinco for approval or the stockholders of Splitco Spinco propose to act by written consent on any such matter, Xxxxxx (on behalf of the Xxxxxx Group) and Xxxxxx will seek to agree upon how the Covered Shares will be voted on such matter. If Xxxxxx and Xxxxxx reach an agreement as to how the Covered Shares are to be voted on such matter, Xxxxxx will vote the Covered Shares entitled to vote thereon as so agreed. In the event Xxxxxx and Xxxxxx do not agree on how the Covered Shares are to be voted on such matter, Xxxxxx will be required to vote and will vote all Covered Shares entitled to vote thereon against such proposal. The foregoing provisions will be applicable to the following matters: (i) any recapitalization, reclassification or other change in the capital structure of Splitco Spinco or the voluntary commencement of any liquidation, dissolution or winding up of SplitcoSpinco; (ii) any merger or other business combination involving Splitco Spinco or its Subsidiaries or any sale of all or substantially all of SplitcoSpinco’s assets; (iii) the creation of any new class or series of Splitco Spinco Capital Stock or the issuance (other than pursuant to options, warrants or other rights to acquire shares of Splitco Spinco Series A Stock or Splitco Spinco Series B Stock outstanding immediately following the Effective Time) of Splitco Spinco Common Stock (including to the extent required for NASDAQ purposes); and (iv) any amendment of the Certificate or SplitcoSpinco’s bylaws.