Common use of Voting Agreement and Appointment of Proxy Clause in Contracts

Voting Agreement and Appointment of Proxy. (a) The Other Investors shall at all times vote their Shares (to the extent they are entitled to vote the same) as specifically provided herein or, if not so provided, in the same manner as the Shares held by the Majority Onex Investors are voted, on the election of directors and on all other matters which are submitted to a vote (or consent in lieu of voting) of the Company's Stockholders and on which such Shares are entitled to vote. To the extent permitted by law and for all purposes of this Agreement, each Other Investor, by its execution of this Agreement, hereby irrevocably constitutes and appoints Onex Partners and such other Persons as may from time to time be designated by the Majority Onex Investors, its proxy with full power of substitution to vote all of its Shares at any meeting of Stockholders of the Company, or to give consent in lieu of voting on the election of directors and on any matter which is submitted for a vote or consent to the Stockholders and on which such Shares are entitled to vote, provided, that such Shares are voted or consent is given with respect to it as specifically provided herein, or if not so provided, in the same manner as the Shares held by the Majority Onex Investors. The proxies and powers granted by the Other Investors pursuant to this Section 8.1 are coupled with an interest.

Voting Agreement and Appointment of Proxy. (a) The Other Investors shall at all times vote their Shares (to the extent they are entitled to vote the same) as specifically provided herein or, if not so provided, in the same manner as the Shares held by the Majority Onex Investors are voted, on the election of directors and on all other matters which are submitted to a vote (or consent in lieu of voting) of the Company's ’s Stockholders and on which such Shares are entitled to vote. To the extent permitted by law and for all purposes of this Agreement, each Other Investor, by its execution of this Agreement, hereby irrevocably constitutes and appoints Onex Partners and such other Persons as may from time to time be designated by the Majority Onex Investors, its proxy with full power of substitution to vote all of its Shares at any meeting of Stockholders of the Company, or to give consent in lieu of voting on the election of directors and on any matter which is submitted for a vote or consent to the Stockholders and on which such Shares are entitled to vote, provided, that such Shares are voted or consent is given with respect to it as specifically provided herein, or if not so provided, in the same manner as the Shares held by the Majority Onex Investors. The proxies and powers granted by the Other Investors pursuant to this Section 8.1 are coupled with an interest.

Voting Agreement and Appointment of Proxy. (a) The Other Investors shall at all times vote their Shares Units (to the extent they are entitled to vote the same) as specifically provided herein or, if not so provided, in the same manner as the Shares Units held by the Majority Onex Investors are voted, on the election of directors and on all other matters which are submitted to a vote (or consent in lieu of voting) of the Company's Stockholders equityholders and on which such Shares Units are entitled to vote. To the extent permitted by law and for all purposes of this Agreement, each Other Investor, by its execution of this Agreement, hereby irrevocably constitutes and appoints Onex Partners and such other Persons as may from time to time be designated by the Majority Onex Investors, its proxy with full power of substitution to vote all of its Shares Units at any meeting of Stockholders equityholders of the Company, or to give consent in lieu of voting on the election of directors and on any matter which is submitted for a vote or consent to the Stockholders equityholders and on which such Shares Units are entitled to vote, provided, that such Shares Units are voted or consent is given with respect to it as specifically provided herein, or if not so provided, in the same manner as the Shares Units held by the Majority Onex Investors. The proxies and powers granted by the Other Investors pursuant to this Section 8.1 are coupled with an interest.

Voting Agreement and Appointment of Proxy. (a) The Other Employee Investors shall at all times vote their Shares Units (to the extent they are entitled to vote the same) as specifically provided herein or, if not so provided, in the same manner as the Shares Units held by the Majority Onex Investors are voted, on the election of directors and on all other matters which are submitted to a vote (or consent in lieu of voting) of the Company's Stockholders equityholders and on which such Shares Units are entitled to vote. To the extent permitted by law and for all purposes of this Agreement, each Other Employee Investor, by its his execution of this Agreement, hereby irrevocably constitutes and appoints Onex Partners and such other Persons as may from time to time be designated by the Majority Onex Investors, its proxy with full power of substitution to vote all of its Shares his Units at any meeting of Stockholders equityholders of the Company, or to give consent in lieu of voting on the election of directors and voting, on any matter which is submitted for a vote or consent to the Stockholders and on which such Shares are entitled to voteequityholders, provided, that such Shares Units are voted or consent is given with respect to it as specifically provided herein, or if not so provided, in the same manner as the Shares Units held by the Majority Onex Investors. The proxies and powers granted by the Other Employee Investors pursuant to this Section 8.1 6.1 are coupled with an interest.