Common use of Certain Voting Matters Clause in Contracts

Certain Voting Matters. Each of the First Priority Agent, on behalf of the First Priority Secured Parties and the Second Priority Agent on behalf of the Second Priority Secured Parties, agrees that, without the prior written consent of the other, it will not seek to vote with the other as a single class in connection with any plan of reorganization in any Insolvency or Liquidation Proceeding. The Second Priority Agent, for itself and on behalf of each other Second Priority Secured Party, agrees that neither the Second Priority Agent nor any Second Priority Secured Party shall support or vote for any plan of reorganization or disclosure statement of any Company or any other Grantor unless (i) such plan is accepted by the class of First Priority Secured Parties in accordance with Section 1126(c) of the Bankruptcy Code or otherwise provides for the Discharge of First Priority Claims (including the payment of all post-petition interest, fees and expenses, whether or not allowed or available under the Bankruptcy Code) on the effective date of such plan of reorganization, or (ii) such plan provides on account of the First Priority Secured Parties for the retention by the First Priority Agent, for the benefit of the First Priority Secured Parties, of the Liens on the Collateral securing the First Priority Claims, and on all proceeds thereof, and such plan also provides that any Liens retained by, or granted to, the Second Priority Agent are only on property securing the Second Priority Claims and shall have the same relative priority with respect to the Collateral or other property, respectively, as provided in this Agreement with respect to the Collateral, and to the extent such plan provides for deferred cash payments, or for the distribution of any other property of any kind or nature, on account of the First Priority Claims or the Second Priority Claims, such plan provides that any such deferred cash payments or other distributions in respect of the Second Priority Claims shall be delivered to the First Priority Agent and distributed in accordance with the priorities provided in this Agreement. Except as provided in this Agreement, the Second Priority Secured Parties shall remain entitled to vote their Second Priority Claims in any such Insolvency or Liquidation Proceeding.

Certain Voting Matters. (a) Each of the First Priority Lien Representative and First Lien Collateral Agent, on behalf of the First Priority Lien Secured Parties it represents, and the each Second Priority Agent Lien Representative and Second Lien Collateral Agent, on behalf of the Second Priority Lien Secured PartiesParties it represents, agrees that, without the prior written consent of the otherApplicable First Lien Representative and the Applicable Second Lien Representative, it will not seek to vote with the other as a single class in connection with any plan of reorganization in any Insolvency or Liquidation Proceeding. The It is understood that any consent to so vote as a single class shall not limit or prejudice the First Lien Secured Parties’ rights under Sections 5.03 and 6.10. (b) Each Second Priority AgentLien Collateral Agent and Second Lien Representative, for itself and on behalf of each other Second Priority Lien Secured PartyParty it represents, agrees that neither in any US Insolvency or Liquidation Proceeding, without the prior consent of the Applicable First Lien Representative, none of the Second Priority Agent nor any Lien Collateral Agents, Second Priority Lien Representatives or other Second Lien Secured Party shall Parties shall, prior to the Discharge of First Lien Obligations, support or vote for to accept any plan of reorganization or disclosure statement of any Company or any other Grantor unless (i) such plan is accepted by the class of First Priority Lien Secured Parties in accordance with Section 1126(c) of the Bankruptcy Code or otherwise provides for the Discharge payment in full in cash of all First Priority Claims Lien Obligations (including the payment of all post-petition interestinterest approved by the bankruptcy court, fees and expenses, whether or not allowed or available under the Bankruptcy Codeexpenses and cash collateralization of all letters of credit) on the effective date of such plan of reorganization, or (ii) such plan provides on account of the First Priority Secured Parties for the retention by the applicable First Priority Lien Collateral Agent, for the benefit of the First Priority Lien Secured Parties, of the First Priority Liens on the Collateral securing the First Priority ClaimsShared Collateral, and on all proceeds thereofthereof whenever received, and such plan also provides that any Liens retained by, or granted to, the any Second Priority Agent Lien Collateral Agents or other Second Lien Secured Parties are only on property assets securing the Second Priority Claims First Lien Obligations and shall have the same relative priority with respect to the Shared Collateral or other propertyassets, respectively, as provided in this Agreement with respect to the Shared Collateral, and to the extent such plan provides for deferred cash payments, or for the distribution of any other property of any kind or nature, on account of the First Priority Claims or the Second Priority Claims, such plan provides that any such deferred cash payments or other distributions in respect of the Second Priority Claims shall be delivered to the First Priority Agent and distributed in accordance with the priorities provided in this Agreement. . (c) Except as provided in this AgreementSections 5.03(a) and (b), each of the Second Priority Lien Secured Parties shall remain entitled to vote their Second Priority Claims claims in any such Insolvency or Liquidation Proceeding.

Certain Voting Matters. Each of the First Priority Agent, on behalf of the First Priority Secured Parties and the Second Priority Agent on behalf of the Second Priority Secured Parties, agrees that, without the prior written consent of the other, it will not seek to vote with the other as a single class in connection with any plan of reorganization in any Insolvency or Liquidation Proceeding. The Second Priority Agent, for itself and on behalf of each other Second Priority Secured Party, agrees that neither the Second Priority Agent nor any Second Priority Secured Party shall support or vote for any plan of reorganization or disclosure statement of any the Company or any of other Grantor unless (i) such plan is accepted by the class of First Priority Secured Parties in accordance with Section 1126(c) of the Bankruptcy Code or otherwise provides for the Discharge of First Priority Claims (including the payment of all post-petition interest, fees and expenses, whether or not allowed or available under the Bankruptcy Code) on the effective date of such plan of reorganization, or (ii) such plan provides on account of the First Priority Secured Parties for the retention by the First Priority Agent, for the benefit of the First Priority Secured Parties, of the Liens on the Collateral securing the First Priority Claims, and on all proceeds thereof, and such plan also provides that any Liens retained by, or granted to, the Second Priority Agent are only on property securing the Second Priority Claims and shall have the same relative priority with respect to the Collateral or other property, respectively, as provided in this Agreement with respect to the Collateral, and to the extent such plan provides for deferred cash payments, or for the distribution of any other property of any kind or nature, on account of the First Priority Claims or the Second Priority Claims, such plan provides that any such deferred cash payments or other distributions in respect of the Second Priority Claims shall be delivered to the First Priority Agent and distributed in accordance with the priorities provided in this Agreement. Except as provided in this Agreement, the Second Priority Secured Parties shall remain entitled to vote their Second Priority Claims in any such Insolvency or Liquidation Proceeding.

Certain Voting Matters. Each (a) As to each voting group entitled to vote on an amendment or restatement of these Articles of Incorporation the vote required for approval shall be (i) the vote required by the terms of these Articles of Incorporation, as amended or as restated from time to time, if such terms specifically require the approval of more than a majority of the First Priority Agentvotes entitled to be cast thereon by such voting group; or (ii) if clause (i) of this Article is not applicable, on behalf a majority of the First Priority Secured Parties and votes entitled to be cast thereon. (b) As to any plan of merger or share exchange to which the Second Priority Agent on behalf Corporation is a party, or any sale, lease, exchange or other disposition of all or substantially all of the Second Priority Secured Partiesassets or property of the Corporation other than in the usual and regular course of business, agrees thatfor which the Virginia Stock Corporation Act requires an affirmative vote of more than two-thirds of the votes cast by shareholders entitled to vote thereon, but which requirement may be reduced to a lesser percentage under the Virginia Stock Corporation Act if the lesser percentage is specified in the articles of incorporation of the Corporation, the affirmative vote of the holders of a majority of the outstanding shares of each voting group entitled to vote on the transaction at a meeting at which a quorum of the voting group exists shall be required in lieu of the affirmative vote otherwise required under the Virginia Stock Corporation Act. ▇▇▇▇▇▇▇ ▇ CONDITIONS TO THE OFFER Notwithstanding any other provisions of the Offer, and in addition to (and not in limitation of) Tender Sub's rights to extend and amend the Offer at any time in its sole discretion (subject to the provisions of the Merger Agreement), Tender Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Tender Sub's obligation to pay for or return tendered shares of Green Common Stock or Green ESOP Preferred Stock promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment of or, subject to the restriction referred to above, the payment for, any tendered shares of Green Common Stock or Green ESOP Preferred Stock, and may terminate the Offer as to any shares of Green Common Stock or Green ESOP Preferred Stock not then paid for, if (1) (i) Tender Sub does not receive prior to the expiration of the Offer an informal written opinion in form and substance reasonably satisfactory to Tender Sub from the staff of the STB, without the prior written consent imposition of any conditions unacceptable to Tender Sub, that the use of the other, it will not seek to vote voting trust substantially reflected in the form of voting trust agreement contemplated by the Merger Agreement (the "Voting Trust") is consistent with the other as a single class in connection with any plan of reorganization in any Insolvency or Liquidation Proceeding. The Second Priority Agent, for itself and on behalf of each other Second Priority Secured Party, agrees that neither the Second Priority Agent nor any Second Priority Secured Party shall support or vote for any plan of reorganization or disclosure statement of any Company or any other Grantor unless (i) such plan is accepted by the class of First Priority Secured Parties in accordance with Section 1126(c) policies of the Bankruptcy Code or otherwise provides for the Discharge STB against unauthorized acquisitions of First Priority Claims (including the payment control of all post-petition interest, fees and expenses, whether or not allowed or available under the Bankruptcy Code) on the effective date of such plan of reorganizationa regulated carrier, or (ii) such plan provides on account Tender Sub does not receive prior to the expiration of the First Priority Secured Parties Offer an informal statement from the Premerger Notification Office that the transactions contemplated by the Offer, the Merger Agreement and the Green Stock Option Agreement are not subject to, or are exempt from, the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as amended (the "HSR Act"), or in the absence of the receipt of such informal statement, any applicable waiting period under the HSR Act shall have expired or been terminated prior to the expiration of the Offer, or (2) at any time on or after October 14, 1996 and prior to the acceptance for payment of shares of Green Common Stock and Green ESOP Preferred Stock, any of the following events shall occur: (a) there shall be instituted or pending any action or proceeding by any government or governmental authority or agency, domestic or foreign, (i) challenging or EXHIBIT D seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the making of the Offer, the acceptance for payment of or payment 97 for some of or all the shares of Green Common Stock or Green ESOP Preferred Stock by White or Tender Sub or the consummation by White or Tender Sub of the Merger, seeking to obtain material damages relating to the Merger Agreement, the Option Agreements or any of the transactions contemplated thereby or otherwise seeking to prohibit directly or indirectly the transactions contemplated by the Offer or the Merger Agreement, or challenging or seeking to make illegal the transactions contemplated by the Option Agreements or otherwise directly or indirectly to restrain, prohibit or delay the transactions contemplated by the Option Agreements, (ii) except for the retention Voting Trust, seeking to restrain, prohibit or delay White's, Tender Sub's or any of their subsidiaries' ownership or operation of all or any material portion of the business or assets of Green and its subsidiaries, taken as a whole, or to compel White or any of its subsidiaries to dispose of or hold separate all or any material portion of the business or assets of Green and its subsidiaries, taken as a whole, (iii) except for the Voting Trust, seeking to impose or confirm material limitations on the ability of White, Tender Sub or any of their subsidiaries or affiliates effectively to exercise full rights of ownership of the shares of Green Common Stock, including, without limitation, the right to vote any shares of Green Common Stock acquired or owned by White, Tender Sub or any of their subsidiaries on all matters properly presented to Green's shareholders, or (iv) seeking to require divestiture by White or Tender Sub or any of their subsidiaries of any shares of Green Common Stock, in the case of any of (i) through (iv) above, which actions or proceedings are reasonably likely to have a material adverse effect on White; or (b) there shall be any action taken, or any statute, rule, regulation, injunction, order or decree enacted, enforced, promulgated, issued or deemed applicable to the transactions contemplated by the First Priority AgentOffer or the Merger Agreement, for the benefit by or before any court, government or governmental authority or agency, domestic or foreign, that, directly or indirectly, results in any of the First Priority Secured Parties, consequences referred to in paragraph (a) above; or (c) prior to the expiration of the Liens on Offer there shall not have been validly tendered and not withdrawn an aggregate of at least 17,860,124 shares of Green Common Stock and Green ESOP Preferred Stock; or (d) the Collateral securing Board of Directors of Green shall have withdrawn, modified or changed in a manner adverse to White or Tender Sub its approval or recommendation of the First Priority Claims, and on all proceeds thereof, and such plan also provides that any Liens retained byOffer or the matters to be considered at the Green Shareholders Meetings or shall have recommended a Takeover Proposal or other business combination, or granted to, the Second Priority Agent are only on property securing the Second Priority Claims and Green shall have entered into an agreement in principle (or similar agreement) or definitive agreement providing for a Takeover Proposal (as defined in the same relative priority with respect to the Collateral Merger Agreement) or other propertybusiness combination with a person or entity other than White or Tender Sub (or the Board of Directors of Green resolves to do any of the foregoing); or (e) Green shall have breached or failed to observe or perform in any material respect any of its covenants or agreements under the Merger Agreement, respectivelyor any of the representations and warranties of Green set forth in the Merger Agreement shall not be true and accurate both when made and as of the date of consummation of the Offer, as provided in this Agreement with respect to the Collateral, if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such plan provides for deferred cash paymentsdate), except where the breach or failure to observe or perform such covenants or agreements, or for the distribution failure of such representations and warranties to be so true and correct (without giving effect to any other property of any kind limitation as to "materiality" or nature"material adverse effect" set forth therein), does not have, and is not likely to have, individually or in the aggregate, a material adverse effect on account of Green. (f) the First Priority Claims or the Second Priority Claims, such plan provides that any such deferred cash payments or other distributions in respect of the Second Priority Claims Merger Agreement shall be delivered to the First Priority Agent and distributed have been terminated in accordance with its terms; or (g) White and Tender Sub shall not have obtained sufficient financing, on terms reasonably acceptable to White, to enable consummation of the priorities provided in this Agreement. Except as provided in this Agreement, Offer and the Second Priority Secured Parties shall remain entitled to vote their Second Priority Claims in any such Insolvency or Liquidation Proceeding.Merger;