Common use of Other Voting Matters Clause in Contracts

Other Voting Matters. Each Stockholder hereby agrees that such Stockholder will vote, or cause to be voted, all voting Stockholder Shares over which such Stockholder has the power to vote or direct the voting, either in person or by proxy, whether at a stockholders meeting, or by written consent, in the manner in which the Majority ▇▇ ▇▇▇▇▇▇ directs in connection with (i) approval of any amendment or amendments to the Company's Certificate of Incorporation or bylaws, (ii) any merger, combination or consolidation of the Company with any Independent Third Party, (iii) the sale, lease or exchange of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis to an Independent Third Party, or (iv) the reorganization, recapitalization, liquidation, dissolution or winding-up of any of the Company and its Subsidiaries; provided, however, that no such action shall (a) contravene the terms of this Agreement, or (b) have an adverse effect on the rights or interests of any Stockholder in respect of any of its Stockholder Shares that would be borne disproportionately by such Stockholder relative to the effect of such action on the rights or interests of other Stockholders in respect of holdings of Stockholder Shares of the same class, unless approved by holders of a majority of the Stockholder Shares so adversely affected.

Other Voting Matters. Each Stockholder (other than the DLJ Stockholders) hereby agrees that such Stockholder will vote, or cause to be voted, all voting Stockholder Shares over which such Stockholder has the power to vote or direct the voting, either in person or by proxy, whether at a stockholders meeting, or by written consent, in the manner in which the Majority ▇▇ ▇▇▇▇▇▇ WS Holders directs in connection with (i) the approval of any amendment or amendments to the Company's Certificate certificate of Incorporation incorporation or bylaws, (ii) any the merger, share exchange, combination or consolidation of the Company with any other Independent Third Party, (iii) the sale, lease or exchange of all or substantially all of the property and assets of the Company and its Subsidiaries on a consolidated basis to an Independent Third Party, or (iv) and the reorganization, recapitalization, liquidation, dissolution or winding-up of any of the Company and its Subsidiaries; provided, however, that no such action shall (a) contravene be inconsistent with the terms of this Agreement, or (b) have an a material adverse effect on the any Stockholder's rights or interests of any Stockholder in respect of any of its Stockholder Shares that would be borne disproportionately by such Stockholder relative to the effect of such action on the rights or interests of other Stockholders in respect of holdings of Stockholder Shares of the same class, unless approved by holders of a majority of the Stockholder Shares so adversely affected.

Other Voting Matters. Each Stockholder hereby agrees that such Stockholder will vote, or cause to be voted, all voting Stockholder Shares over which such Stockholder has the power to vote or direct the voting, either in person or by proxy, whether at a stockholders meeting, or by written consent, in the manner in which the Majority ▇▇ ▇▇▇▇▇▇ Required Sponsors directs in connection with (i) the approval of any amendment or amendments to the Company's Certificate certificate of Incorporation incorporation or bylaws, (ii) any the merger, share exchange, combination or consolidation of the Company with any other Independent Third Party, (iii) the sale, lease or exchange of all or substantially all of the property and assets of the Company and its Subsidiaries on a consolidated basis to an Independent Third Party, or (iv) and the reorganization, recapitalization, liquidation, dissolution or winding-up of any of the Company and its Subsidiaries; providedPROVIDED, however, that no such action shall (a) contravene be inconsistent with the terms of this Agreement, or (b) have an a material adverse effect on the any Stockholder's rights or interests of any Stockholder in respect of any of its Stockholder Shares that would be borne disproportionately by such Stockholder relative to the effect of such action on the rights or interests of any other Stockholders Stockholder in respect of holdings of Stockholder Shares of the same class, unless approved by holders of a majority of the Stockholder Shares so adversely affected.

Other Voting Matters. Each Stockholder hereby agrees that such Stockholder will vote, or cause to be voted, all voting Stockholder Shares over which such Stockholder has the power to vote or direct the voting, either in person or by proxy, whether at a stockholders meeting, or by written consent, in the manner in which the Majority ▇▇ ▇▇▇▇▇▇ directs in connection with (i) approval of any amendment or amendments to the Company's ’s Certificate of Incorporation or bylaws, (ii) any merger, combination or consolidation of the Company with any Independent Third Party, (iii) the sale, lease or exchange of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis to an Independent Third Party, or (iv) the reorganization, recapitalization, liquidation, dissolution or winding-up of any of the Company and its Subsidiaries; provided, however, that no such action shall (a) contravene the terms of this Agreement, or (b) have an adverse effect on the rights or interests of any Stockholder in respect of any of its Stockholder Shares that would be borne disproportionately by such Stockholder relative to the effect of such action on the rights or interests of other Stockholders in respect of holdings of Stockholder Shares of the same class, unless approved by holders of a majority of the Stockholder Shares so adversely affected.