Common use of Other Voting Matters Clause in Contracts

Other Voting Matters. During the term of this Agreement, NKK, NAC, NUF or the designee thereof, as the case may be, agrees to vote the NKK Shares against (i) any merger and/or acquisition agreement (other than the National Steel Agreement), merger, consolidation, combination, sale of substantially all the assets of National, liquidation or winding up of National (other than pursuant to insolvency laws), (ii) any Acquisition Proposal, or (iii) any change in the Constituent Documents of National or any National subsidiary. For purposes of this Agreement, "Acquisition Proposal" shall mean any inquiry, proposal or offer from any person (other than USS or any of its affiliates) relating to any merger, consolidation, combination, sale of substantially all the assets of National, liquidation or winding up of National (other than pursuant to insolvency laws) or other direct or indirect business combination involving National or any subsidiary or the issuance or acquisition of shares of capital stock or other equity securities of National or any subsidiary representing 25% or more (by voting power) of the outstanding capital stock of National or such subsidiary or any tender or exchange offer that if consummated would result in any person, together with all affiliates thereof, beneficially owning shares of capital stock or other equity securities of National or any subsidiary representing 25% or more (by voting power) of the outstanding capital stock of National or such subsidiary, or the acquisition, license, purchase or other disposition of a substantial portion of the technology, business or assets of National or any subsidiary outside the ordinary course of business or inconsistent with past practice (the forgoing reference to National's subsidiary shall not include National Steel Pellet Company, one of National's subsidiaries, and National's non-solicitation obligations under this Section 3.2 shall not apply with respect to such subsidiary).

Other Voting Matters. During the term of this Agreement, NKK, NAC, NUF -------------------- or the designee thereof, as the case may be, agrees to vote the NKK Shares against (i) any merger and/or acquisition agreement (other than the National Steel Agreement), merger, consolidation, combination, sale of substantially all the assets of National, liquidation or winding up of National (other than pursuant to insolvency laws), (ii) any Acquisition Proposal, or (iii) any change in the Constituent Documents of National or any National subsidiary. For purposes of this Agreement, "Acquisition Proposal" shall mean any inquiry, proposal or offer from any person (other than USS or any of its affiliates) relating to any merger, consolidation, combination, sale of substantially all the assets of National, liquidation or winding up of National (other than pursuant to insolvency laws) or other direct or indirect business combination involving National or any subsidiary or the issuance or acquisition of shares of capital stock or other equity securities of National or any subsidiary representing 25% or more (by voting power) of the outstanding capital stock of National or such subsidiary or any tender or exchange offer that if consummated would result in any person, together with all affiliates thereof, beneficially owning shares of capital stock or other equity securities of National or any subsidiary representing 25% or more (by voting power) of the outstanding capital stock of National or such subsidiary, or the acquisition, license, purchase or other disposition of a substantial portion of the technology, business or assets of National or any subsidiary outside the ordinary course of business or inconsistent with past practice (the forgoing reference to National's subsidiary shall not include National Steel Pellet Company, one of National's subsidiaries, and National's non-solicitation obligations under this Section 3.2 shall not apply with respect to such subsidiary).