Common use of Voting Arrangements Clause in Contracts

Voting Arrangements. 1.1 Xxxxxxx (a) shall use his reasonable best efforts to cause individuals nominated or identified by Advance to be directors (“Directors”) on the board of directors (the “Board”) of the Company (the “Advance Designees”) to be elected as Directors by the Board and receive the recommendation of the Board to be nominated for election to the Board by the Stockholders and (b) shall vote all Equity Securities beneficially owned by Xxxxxxx that are entitled to vote for the election of Directors in favor of the Advance Designees in connection with any election of Directors to the Board, whether at a meeting of stockholders of the Company or through the solicitation of a written consent of stockholders of the Company (whether of any individual class of stock or of multiple classes of stock voting together) for the election of directors; provided that in each case, the Advance Designees are reasonably acceptable to Xxxxxxx and Xxxxxxx shall notify Advance of such acceptance (or rejection) of any Advance Designee, if applicable, in sufficient time for Advance to designate an alternative Advance Designee to be included as one of the Directors nominated to the Board that are recommended by the Board for election as Directors at each applicable annual or special meeting of stockholders at which Directors are to be elected. In the event that the Board fails to approve the nomination of any Advance Designee pursuant to its nomination procedures required by applicable Law, Advance shall have the right to designate one or more alternative Advance Designees for consideration until such nominee is so approved by the Board and Xxxxxxx’x obligations as set forth in this Section 1.1 with respect to an Advance Designee shall apply to any such alternative Advance Designee until such time as all Advance Designees have been elected to the Board. Advance will not, without the consent of Xxxxxxx, nominate or vote for any person as a director of the Company who is not an Advance Designee in accordance with this Section 1.1, a Xxxxxxx Nominee in accordance with Section 1.2 or who has not been nominated by the then incumbent directors.

Voting Arrangements. 1.1 Xxxxxxx Stockholder hereby agrees that Proxyholder shall vote all shares of Class B Common Stock (a) shall use his reasonable best efforts to cause individuals nominated or identified by Advance to be directors (“Directors”) on as defined in the board of directors (the “Board”Charter) of the Company Company, which Stockholder now holds, directly or indirectly, or hereafter acquires or as to which Stockholder otherwise exercises voting or dispositive authority (together, all such shares referred to in this sentence, the “Advance DesigneesShares”) ), in Proxyholder’s sole discretion, on all matters submitted to be elected as Directors by the Board and receive the recommendation of the Board to be nominated for election to the Board by the Stockholders and (b) shall a vote all Equity Securities beneficially owned by Xxxxxxx that are entitled to vote for the election of Directors in favor of the Advance Designees in connection with any election of Directors to the Board, whether at a meeting of stockholders of the Company at an annual or special meeting of stockholders or through the solicitation of a written consent of stockholders of the Company (whether of any individual class of stock or of multiple classes of stock voting together) for other than with respect to the election of directors; provided that in each casefollowing matters (together, the Advance Designees are reasonably acceptable “Excepted Matters”): (a) any amendment, restatement, alteration, repeal or waiver of any provision of the Company’s Second Amended and Restated Certificate of Incorporation, as such may be amended from time to Xxxxxxx time (the “Charter”) or the Bylaws of the Company, as such may be amended from time to time (the “Bylaws”), if such action would disproportionately and Xxxxxxx shall notify Advance adversely impact Stockholder, as compared to other holders of such acceptance (or rejectionthe same class(es) of capital stock of the Company and (b) any Advance Designeeother matter the outcome of the vote on which would disproportionately and adversely impact Stockholder, if as compared to other holders of the same class(es) of capital stock of the Company. With respect to the Excepted Matters, Stockholder shall have the right to (x) instruct Proxyholder in writing as to the manner in which the Shares shall be voted or (y) vote the Shares in person or by action by written consent, as applicable, in sufficient time for Advance which case Stockholder shall notify Proxyholder in writing that Stockholder intends to designate an alternative Advance Designee so vote. In addition, Proxyholder shall not have any right to waive notice by the Company to Stockholder. Such instruction or notice shall be included as one of the Directors nominated provided to Proxyholder at least five (5) days prior to the Board that are recommended by the Board for election as Directors at each applicable annual or special date of any meeting of stockholders at which Directors are such matter is to be electedvoted upon or as promptly as reasonably practicable upon Stockholder becoming aware that such matter is to be acted upon by written consent. In the event that Stockholder does not so instruct Proxyholder or notify Proxyholder of Stockholder’s intention to so vote or act by written consent, Proxyholder shall abstain from voting the Board fails to approve the nomination Shares in respect of any Advance Designee pursuant to its nomination procedures required by applicable Law, Advance shall have the right to designate one or more alternative Advance Designees for consideration until such nominee is so approved by the Board and Xxxxxxx’x obligations Excepted Matters. Except as expressly set forth in this Section 1.1 Agreement, Stockholder shall retain all rights as a stockholder of the Company under the General Corporation Law of the State of Delaware, including, without limitation, with respect to an Advance Designee shall apply to any such alternative Advance Designee until such time as all Advance Designees have been elected appraisal rights (to the Board. Advance will not, without the consent of Xxxxxxx, nominate extent applicable and not otherwise waived or vote for any person as subsumed by a director of the Company who matter over which Proxyholder is not an Advance Designee in accordance with otherwise entitled to exercise pursuant to this Section 1.1, a Xxxxxxx Nominee in accordance with Section 1.2 or who has not been nominated by the then incumbent directorsAgreement).

Voting Arrangements. 1.1 Xxxxxxx (a) shall use his reasonable best efforts For so long as Advance has the right to cause nominate individuals nominated or identified by Advance to be directors (“Directors”) on the board of directors (the “Board”) of the Company (the “Advance Designees”), Xxxxxxx (a) shall use his reasonable best efforts to cause the Advance Designees to be elected as Directors by the Board and receive the recommendation of the Board to be nominated for election to the Board by the Stockholders and (b) shall vote all Equity Securities beneficially owned by Xxxxxxx that are entitled to vote for the election of Directors in favor of the Advance Designees in connection with any election of Directors to the Board, whether at a meeting of stockholders of the Company or through the solicitation of a written consent of stockholders of the Company (whether of any individual class of stock or of multiple classes of stock voting together) for the election of directors; provided that in each case, the Advance Designees are reasonably acceptable to Xxxxxxx and Xxxxxxx shall notify Advance of such acceptance (or rejection) of any Advance Designee, if applicable, in sufficient time for Advance to designate an alternative Advance Designee to be included as one of the Directors nominated to the Board that are recommended by the Board for election as Directors at each applicable annual or special meeting of stockholders at which Directors are to be elected. In the event that the Board fails to approve the nomination of any Advance Designee pursuant to its nomination procedures required by applicable Law, Advance shall have the right to designate one or more alternative Advance Designees for consideration until such nominee is so approved by the Board and Xxxxxxx’x obligations as set forth in this Section 1.1 with respect to an Advance Designee shall apply to any such alternative Advance Designee until such time as all Advance Designees have been elected to the Board. Advance will not, without the consent of Xxxxxxx, nominate or vote for any person as a director of the Company who is not an Advance Designee in accordance with this Section 1.1, a Xxxxxxx Nominee in accordance with Section 1.2 or who has not been nominated by the then incumbent directors.