SpinCo Voting Commitment Sample Clauses

SpinCo Voting Commitment. During the SpinCo Standstill Period (as defined in the Existing Settlement Agreement), unless SpinCo has materially breached the Existing Settlement Agreement and failed to cure within five business days following receipt of written notice from the Icahn Group specifying such breach, the Icahn Group shall (A) cause, in the case of all Voting Securities of SpinCo owned of record, and (B) instruct the record owner, in the case of all shares of Voting Securities of SpinCo Beneficially Owned but not owned of record, directly or indirectly, by it, or by any Icahn Affiliates, as of the record date for all future meetings of stockholders of SpinCo (whether annual or special and whether by vote or written consent) at which directors are elected and an Icahn Designee (as defined in the Existing Settlement Agreement) is on SpinCo’s slate of nominees, in each case that are entitled to vote at all such future meetings of stockholders of SpinCo or at any adjournments or postponements thereof, to be present for quorum purposes and to be voted (x) for all directors nominated by the board of directors of SpinCo (the “SpinCo Board”) for election at all such meetings of stockholders of SpinCo and (y) against any directors proposed that are not nominated by the SpinCo Board for election at all such meetings of stockholders of SpinCo. Except as provided in the foregoing sentence, the Icahn Group shall not be restricted from voting “For”, “Against” or “Abstaining” from any other proposals at such future meetings of stockholders of SpinCo. As used in this Agreement, the term “Existing Settlement Agreement” means the Agreement dated January 28, 2016, by and among the Company and the entities listed on Schedule A thereto.