Voting on Other Matters. Stockholder may vote the Subject Securities on all other matters not referred to in this Agreement, and the proxy named above may not exercise the Proxy with respect to such other matters.
Voting on Other Matters. Notwithstanding anything in Section 1.01 to the contrary, (a) Stockholders shall not be required to vote or execute written consents with respect to the Covered Securities to approve any amendments or modifications of any of the Private Placement Agreements or other Transaction Documents, or take any other action that could result in the amendment or modification of any of the Private Placement Agreements or other Transaction Documents, or a waiver of a provision thereof, and (b) Stockholders shall remain free to vote or execute consents with respect to the Covered Securities with respect to any matter not covered by Section 1.01 in any manner that such Stockholder deems appropriate.
Voting on Other Matters. (a) In the case of any matter (other than the election or appointment of a Designated Director subject to Section 2.1) submitted or to be submitted to a vote or the written consent of, or other action by, the holders of any class or series of High Vote Shares of any Company at a time when any member of the Xxxxxxx Group and any member of the Xxxxxx Group Beneficially Own any such High Vote Shares, JCM, on behalf of the Xxxxxx Group, and the Xxxxxxx Group Representative, on behalf of the Xxxxxxx Group, will use their reasonable efforts to consult with each other in advance concerning the manner in which each Group will vote or otherwise act with respect to such matter. Subject to the next sentence, if such Persons are unable to reach unanimous agreement concerning the manner in which each Group will vote or otherwise act with respect to such matter, each member of the Xxxxxx Group and each Member of the Xxxxxxx Group will vote or otherwise act with respect to such matter in the manner directed by JCM. If JCM shall fail in any material respect to vote for any qualified nominee of the Xxxxxxx Group as Designated Director for any Company if, as and when required by Section 2.1 or if the directors of any Company fail to fill any vacancy referred to in Section 2.1(b) with the substitute proposed as provided therein, then unless such failure is the result of the failure of such nominee to agree to serve or otherwise caused by any act or omission of such nominee or any member of the Xxxxxxx Group, the members of the Xxxxxxx Group shall have complete discretion in determining the manner in which they will vote their High Vote Shares in such Company with respect to any such matter that is submitted to the holders of such High Vote Shares (and the rights and powers granted to JCM with respect to such High Vote Shares in subsection 2.2(b) shall be suspended) unless and until JCM or such directors shall correct such failure by voting for or appointing the Xxxxxxx Group's nominee on a subsequent occasion or otherwise.
(b) In furtherance of the purposes and intent of this Section, each member of the Xxxxxxx Group hereby grants to JCM or to his designee(s), with full power of substitution, an irrevocable proxy to vote, in person or by proxy and at any annual or special meeting of stockholders (or adjournment thereof), by written consent or otherwise, all High Vote Shares in each and every Company (whether now existing or hereafter created) now or at any time hereafter Ben...
Voting on Other Matters. Subject to and without limiting Section 2, as to any matter or action that requires a vote or written consent of the stockholders of the Company, whether by law or pursuant to any agreement, from and after the Effective Time:
(a) until the fifth anniversary of the Effective Time, and for so long as each of the Carlyle Investors, the Bain Investors and the Spectrum Investors continue to hold Shares representing at least twenty five percent (25%) of the Initial Investor Shares held by such Principal Investor, each Stockholder agrees to vote, and/or to provide its written consent, with respect to such matter or action as directed by any two of the Principal Investors; provided, that no Stockholder shall be required to vote in favor of, or provide its written consent to, any action that would disproportionately affect such Stockholder relative to the other stockholders of the Company in any material and adverse manner;
(b) in the event that any Stockholder entitled to vote on or provide its written consent with respect to a matter shall fail at any time to vote, or act by written consent with respect to, any Shares held of record or beneficially owned by such Stockholder or as to which such Stockholder has voting control, as agreed by such Stockholder in this Agreement, such Stockholder hereby irrevocably grants to and appoints each remaining Principal Investor such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote or act by written consent with respect to such Shares and to grant a consent, proxy or approval in respect of such Shares, in each case in such manner and to the extent as is necessary or desirable to vote such Shares as agreed to by such Stockholder in this Agreement, including Section 2.2 and Section 4(a); each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4(b) will be valid for the term of this Agreement and is given to secure the performance of the obligations of such Stockholder under this Agreement; each Stockholder hereby further affirms that each proxy hereby granted shall, for the term of this Agreement, be irrevocable and shall be deemed coupled with an interest; and
(c) if such matter or action has been approved by the Requisite Stockholder Majority (as defined in the Stockholders Agreement), each Stockholder agrees to take any and all actions as are reasonably necessary to effect such approved matter or action, un...
Voting on Other Matters. Except as provided for herein, the Shareholder and each JV Shareholder shall be entitled to exercise all votes and rights of consent or approval attendant to or associated with its shares of Common Stock as such Shareholder or JV Shareholder may, in its sole discretion, from time to time elect.
Voting on Other Matters. Notwithstanding anything to the contrary contained herein, each Stockholder shall be entitled to vote (or cause to be voted) in its sole discretion all of the Shares that such Stockholder shall be entitled to so vote on all issues other than those specified in Section 1.
Voting on Other Matters. If requested by Heritage, for as ------------ ----------------------- long as Heritage holds more shares of Common Stock than any other Investor, the Stockholders agree to vote their Securities on all matters to be voted upon by holders of the Company's Securities as directed by Heritage, unless the effect of such matter on such Stockholder differs materially and adversely from the effect on Heritage. Each Stockholder hereby grants Heritage an irrevocable proxy, which is coupled with an interest, to vote such Stockholder's Securities as provided in this Section. Each Qualified Stockholder shall, if such Qualified Stockholder requests, be given an opportunity to be heard by Heritage for the purpose of discussing the exercise of such proxy, provided that such opportunity shall in no way limit the scope or validity of such proxy.
Voting on Other Matters. (a) Until the third anniversary of the Effective Date or the earlier termination of this Section 3.03(a), the Shareholders shall vote all of their Shares in favor of any matter submitted to the shareholders of the Company by the Board of Directors other than with respect to a transaction or matter that would result in a Change of Control of the Company.
(b) Until the occurrence of a Performance Event or the earlier termination of this Section 3.03(b), the Shareholders shall not (i) solicit any proxies from other shareholders of the Company, (ii) initiate any tender offers in connection with the Common Stock or (iii) take any other steps to initiate, directly or indirectly, a Change of Control of the Company, provided, however, that the Shareholders may vote their Shares in favor of a transaction or matter that would result in a Change of Control of the Company in their sole and absolute discretion and a communication not prohibited by Section 3.04 shall not be prohibited by this Section 3.03(b).
Voting on Other Matters. During the term of this Agreement, the Shareholders shall be entitled to vote in such manner as they deem appropriate on all matters coming before the shareholders of the Company for a vote or on which shareholders of the Company are entitled to vote, with the exception of the matters as set forth in Section 1, above, and matters which the Company is prohibited from implementing without the consent of the Executive Committee pursuant to the Debenture Agreement.
Voting on Other Matters. Notwithstanding anything in Section 1.1 to the contrary, except as may be set forth in any other agreement concerning the voting of the Covered Securities, Stockholder shall remain free to vote or execute consents with respect to the Covered Securities with respect to any matter not covered by Section 1.1 in any manner that Stockholder deems appropriate.
