Common use of Apax Voting Provision Clause in Contracts

Apax Voting Provision. Apax shall not vote in favor of or grant its consent to any action contemplated by Section IV.7A of the Company’s Certificate of Incorporation that requires either the consent of holders of 90% of the Series A Stock or the approval of all of the directors elected by the holders of the Series A Stock (the “Specified Actions”) without obtaining the written consent of Advance Capital Management LLC (or any Affiliate thereof designated by Advance Capital Management LLC in connection with Advance Capital Management LLC’s dissolution) to vote in favor of or to grant consent to such action; provided that Apax shall not be so restricted in voting or granting its consent if Apax’s voting in favor of or granting of consent to a Specified Action would result in the holders of 90% of the then outstanding Series A Stock voting in favor of or consenting to such Specified Action.