Common use of Class Vote Clause in Contracts

Class Vote. In the event that there is a proposal for any action which requires the approval of the holders of shares of Splitco Series B Stock, voting as a separate class, other than the election of, removal of or the filling of a vacancy with respect to Series B Directors, Xxxxxx will, with respect to such class vote, vote all Covered Series B Shares entitled to vote thereon as instructed by Xxxxxx (on behalf of the Xxxxxx Group) or, to the extent such matter is also an Excluded Matter (1) referred to in clause (x) of the definition thereof, voting of the Covered Series B Shares on such Excluded Matter will remain with the Xxxxxx Group and (2) referred to in clause (y) of the definition thereof, voting of the Covered Series B Shares on such Excluded Matter will remain with Xxxxxx or in the event of his Temporary Disability, Xxx. Xxxxxx; provided, that to the extent such proposed action (i) would result in the decrease in the voting power of a share of Splitco Series B Stock as compared to a share of Splitco Series A Stock (including, for example, as a result of (x) a decrease in the number of votes per share attributable to the Splitco Series B Stock or (y) any required conversion of Splitco Series B Stock into Splitco Series A Stock) or (ii) would change the process, or any other term, related to the election of, removal of, filling of a vacancy with respect to or voting power of Series B Directors, Xxxxxx will, with respect to such class vote, vote all such Covered Series B Shares entitled to vote thereon against such proposal.

Class Vote. In the event that there is a proposal for any action which requires the approval of the holders of shares of Splitco Spinco Series B Stock, voting as a separate class, other than the election of, removal of or the filling of a vacancy with respect to Series B Directors, Xxxxxx will, with respect to such class vote, vote all Covered Series B Shares entitled to vote thereon as instructed by Xxxxxx (on behalf of the Xxxxxx Group) or, to the extent such matter is also an Excluded Matter (1) referred to in clause (x) of the definition thereofMatter, voting of the Covered Series B Shares on such the Excluded Matter will remain with revert to the Xxxxxx Group and (2) referred to in clause (y) of the definition thereof, voting of the Covered Series B Shares on such Excluded Matter will remain with Xxxxxx or in the event of his Temporary Disability, Xxx. XxxxxxGroup; provided, that to the extent such proposed action (i) would result in the decrease in the voting power of a share of Splitco Spinco Series B Stock as compared to a share of Splitco Spinco Series A Stock (including, for example, as a result of (x) a decrease in the number of votes per share attributable to the Splitco Spinco Series B Stock or (y) any required conversion of Splitco Spinco Series B Stock into Splitco Spinco Series A Stock) or (ii) would change the process, or any other term, related to the election of, removal of, filling of a vacancy with respect to or voting power of Series B Directors, Xxxxxx will, with respect to such class vote, vote all such Covered Series B Shares entitled to vote thereon against such proposal.