Common use of Voting Commitment Clause in Contracts

Voting Commitment. Unless the Company has materially breached this Agreement and failed to cure within five business days following receipt of written notice from the Icahn Group specifying any such breach, during the Company Standstill Period, each member of the Icahn Group shall (1) cause, in the case of all Voting Securities of the Company owned of record, and (2) instruct the record owner, in the case of all shares of Voting Securities of the Company Beneficially Owned but not owned of record, directly or indirectly, by it, or by any Icahn Affiliate, in each case as of the record date for any annual meeting of stockholders or any special meeting of stockholders of the Company within the Company Standstill Period (including for the avoidance of doubt the 2015 Company Annual Meeting), in each case that are entitled to vote at any such annual or special meeting, to be present for quorum purposes and to be voted, at all such annual or special meetings or at any adjournments or postponements thereof (i) for all directors nominated by the Company Board for election at such annual or special meeting; (ii) against any directors proposed that are not nominated by the Company Board for election at such annual or special meeting and against any proposals not recommended by the Company Board relating to removing any directors of the Company Board or otherwise changing the composition of the Company Board; (iii) in favor of the ratification of the appointment of the independent registered public accounting firm; and (iv) in favor of the advisory vote to approve the compensation of named executive officers. 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 any annual or special meeting of the Company.

Voting Commitment. Unless the Company has materially breached this Agreement and failed to cure within five business days following receipt of written notice from the Icahn Group specifying any such breachGroup, during the Company Standstill Period, each member of the Icahn Group shall (1) cause, in the case of all Voting Securities of the Company owned of record, and (2) instruct the record owner, in the case of all shares of Voting Securities of the Company Beneficially Owned but not owned of record, directly or indirectly, by it, or by any Icahn Affiliate, in each case as of the record date for any annual meeting of stockholders or any special meeting of stockholders of the Company within the Company Standstill Period (including for the avoidance of doubt the 2015 Company Annual Meeting)Period, in each case that are entitled to vote at any such annual or special meeting, to be present for quorum purposes and to be voted, at all such annual or special meetings or at any adjournments or postponements thereof (through the 2016 Annual Meeting and for so long thereafter as any Icahn Nominee is either appointed by the Board or will otherwise continue to be on the Board after any such meeting), (i) for all directors nominated by the Company Board for election at such annual or special meeting; , (ii) against any directors proposed that are not nominated by the Company Board for election at such annual or special meeting and against any proposals not recommended by the Company Board relating to removing any directors of the Company Board or otherwise changing the composition of the Company Board; , and (iii) in favor accordance with the recommendation of the Board for the ratification of the appointment of the Company’s independent registered public accounting firm; and (iv) in favor of the advisory vote to approve the compensation of named executive officers. 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 any annual or special meeting of the Company.

Voting Commitment. Unless During the Standstill Period, unless the Company has materially breached this Agreement and failed to cure within five business days following receipt of written notice from the Icahn Group Xxxxxx specifying any such breach, during the Company Standstill Period, each member of the Icahn Group Xxxxxx shall (1A) cause, in the case of all Voting Securities of the Company owned of record, and (2B) instruct the record owner, in the case of all shares of Voting Securities of the Company Beneficially Owned but not owned of record, directly or indirectly, by it, or by any Icahn Affiliatecontrolled Affiliates of Xxxxxx (such controlled Affiliates, in each case collectively and individually, the “Xxxxxx Affiliates”), as of the record date for any annual meeting all future meetings of stockholders or any special meeting of stockholders shareholders of the Company within (whether annual or special and whether by vote or written consent) at which directors are elected and the Company Standstill Period (including for Xxxxxx Designee is on the avoidance Company’s slate of doubt the 2015 Company Annual Meeting)nominees, in each case that are entitled to vote at all such future meetings of shareholders of the Company or at any such annual adjournments or special meetingpostponements thereof, to be present for quorum purposes and to be voted, at all such annual or special meetings or at any adjournments or postponements thereof voted (ix) for all directors nominated by the Company Board for election at all such annual or special meeting; meetings of shareholders of the Company and (iiy) against any directors proposed that are not nominated by the Company Board for election at all such annual or special meeting and against any proposals not recommended by the Company Board relating to removing any directors meetings of shareholders of the Company Board or otherwise changing the composition of the Company Board; (iii) in favor of the ratification of the appointment of the independent registered public accounting firm; and (iv) in favor of the advisory vote to approve the compensation of named executive officersCompany. Except as provided in the foregoing sentence, the Icahn Group Xxxxxx shall not be restricted from voting “For”, “Against” or “Abstaining” from any other proposals at any annual or special meeting such future meetings of shareholders of the Company. For the avoidance of doubt, in no event shall Xxxxxx be required to convert any shares of Series A Convertible Perpetual Preferred Stock, par value $0.01, of the Company that are Beneficially Owned by him in order to comply with this Section 3.

Voting Commitment. Unless the Company or SpinCo, as applicable, has materially breached this Agreement and failed to cure within five business days following receipt of written notice from the Icahn Group specifying any such breachGroup, during the Company Standstill Period, each member of the Icahn Group shall (1) cause, in the case of all Voting Securities of the Company owned of record, and (2) instruct the record owner, in the case of all shares of Voting Securities of the Company Beneficially Owned but not owned of record, directly or indirectly, by it, or by any Icahn Affiliate, in each case as of the record date for any annual meeting of stockholders or any special meeting of stockholders of the Company or SpinCo within the Company Standstill Period (including for the avoidance of doubt the 2015 Company Annual Meeting)Period, in each case that are entitled to vote at any such annual or special meeting, to be present for quorum purposes and to be voted, at all such annual or special meetings or at any adjournments or postponements thereof (in each case with respect to the Company unless the SpinCo Board Election is made, in which case these provisions shall apply to SpinCo, but not the Company, from and after the Separation Effective Time) through the 2015 Annual Meeting and for so long thereafter as the Icahn Nominee is either appointed by the applicable board or will otherwise continue to be on the applicable board after any such meeting, (i) for all directors nominated by the Company Board or the SpinCo Board, as applicable, for election at such annual or special meeting; , and (ii) against any directors proposed that are not nominated by the Company Board or the SpinCo Board, as applicable, for election at such annual or special meeting and against any proposals not recommended by the Company Board or the SpinCo Board, as applicable, relating to removing any directors of the Company Board or otherwise changing the composition of the Company Board; (iii) in favor of the ratification of the appointment of the independent registered public accounting firm; and (iv) in favor of the advisory vote to approve the compensation of named executive officers. 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 any annual or special meeting of the CompanyCompany or SpinCo.

Voting Commitment. Unless the Company has materially breached this Agreement and failed to cure within five business days following receipt of written notice from the Icahn Group specifying any such breach, during the Company Standstill Period, each member of the Icahn Group shall (1) cause, in the case of all Voting Securities of the Company owned of record, and (2) instruct the record owner, in the case of all shares of Voting Securities of the Company Beneficially Owned but not owned of record, directly or indirectly, by it, or by any Icahn Affiliate, in each case as of the record date for any annual meeting of stockholders or any special meeting of stockholders of the Company within the Company Standstill Period (including for the avoidance of doubt the 2015 Company Annual Meeting), in each case that are entitled to vote at any such annual or special meeting, to be present for quorum purposes and to be voted, at all such annual or special meetings or at any adjournments or postponements thereof (i) for all directors nominated by the Company Board for election at such annual or special meeting; (ii) against any directors proposed that are not nominated by the Company Board for election at such annual or special meeting and against any proposals not recommended by the Company Board relating to removing any directors of the Company Board or otherwise changing the composition of the Company Board; (iii) in favor of the ratification of the appointment of the independent registered public accounting firm; and (iv) in favor of the advisory vote to approve the compensation of named executive officers. 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 any annual or special meeting of the Company.