Common use of Abstentions Clause in Contracts

Abstentions. An abstention occurs when a stockholder attends a meeting, either virtually or by proxy, but abstains from voting by marking “ABSTAIN” on such holder’s ballot or proxy. Abstentions will not count as votes cast for or against the merger proposal, but will still count for the purpose of determining whether a quorum is present. However, the vote to approve the merger proposal is based on the total number of shares of CorePoint common stock outstanding on the record date. As a result, if you abstain, it will have the same effect as if you vote “AGAINST” the approval of the merger. Each of the named executive officer merger-related compensation proposal and the adjournment proposal requires for its approval the affirmative vote a majority of the votes cast on the matter. Under Maryland law, abstentions are not deemed to be a “vote cast” As a result, abstentions will be counted for purposes of determining whether a quorum is present and, assuming a quorum is present, will have no impact on the outcome the named executive officer merger-related compensation proposal and the If no instruction as to how to vote is given (including no instruction to abstain from voting) in an executed, duly returned and not revoked proxy, the proxy will be voted “FOR” (i) approval of the merger proposal,

Abstentions. An abstention occurs when a stockholder shareholder attends a meeting, either virtually or by proxy, but abstains from voting by marking “ABSTAIN” on such holder’s ballot or proxy. Abstentions will not count as votes cast for or against the merger proposal, but will still count for the purpose of determining whether a quorum is present. However, the vote to approve the merger proposal is based on the total number of shares of CorePoint Ferro common stock outstanding on the record date. As a result, if you abstain, it will have the same effect as if you vote “AGAINST” the approval of the mergermerger agreement. Each of the named executive officer merger-related compensation proposal and the adjournment proposal requires for its approval the affirmative vote of the holders of a majority of the votes cast voting power of shares of Ferro common stock present or represented by proxy at the special meeting and entitled to vote on the matter. Under Maryland law, abstentions are not deemed to be a “vote cast” As a result, abstentions will be counted for purposes of determining whether a quorum is present and, assuming a quorum is present, will have no impact on the outcome same effect as a vote “AGAINST” the named executive officer merger-merger- related compensation proposal and the adjournment proposal. If no instruction as to how to vote is given (including no instruction to abstain from voting) in an executed, duly returned and not revoked proxy, the proxy will be voted “FOR” (i) approval of the merger proposal,