Voting Matters. (a) The Investor agrees that it will vote, or cause to be voted, or exercise its right to consent (or cause its right to consent to be exercised) with respect to, all Exchange Shares beneficially owned by it and its controlled Affiliates (and which are entitled to vote on such matter) with respect to each matter on which holders of Common Stock are entitled to vote or consent, other than a Designated Matter, in the same proportion (for, against or abstain) as all other shares of the Common Stock (other than those shares held by holders of greater than 20% of the Common Stock, as the case may be) are voted or consents are given with respect to each such matter. The Investor agrees to attend all meetings of the Company's stockholders in person or by proxy for purposes of obtaining a quorum. In order to effectuate the foregoing agreements, to the maximum extent permitted by applicable law, the Investor hereby grants a proxy appointing each of the Chief Executive Officer and Chief Financial Officer of the Company attorney-in-fact and proxy for it and its controlled Affiliates with full power of substitution, for and in the name of it and its controlled Affiliates, to vote, express consent or dissent, or otherwise to utilize such voting power in the manner and solely on the terms provided by this Section 5.6 with respect to the Exchange Shares and the Investor hereby revokes any and all previous proxies granted with respect to the Exchange Shares for purposes of the matters contemplated in this Section 5.6; provided that such proxy may only be exercised if the Investor fails to comply with the terms of this Section 5.6. The proxy granted hereby is irrevocable prior to the termination of this Agreement, is coupled with an interest and is granted in consideration of the Company entering into this Agreement and issuing the Exchange Shares to the Investor.
Voting Matters. (a) From and after the date of this Agreement and ending as of the first to occur of the Effective Time or the Termination Date, at any meeting of the holders of Company Common Stock, however called, or in any other circumstance upon which the vote, consent or other approval of holders of the Company Common Stock is sought, Stockholder shall vote (or cause to be voted) his issued and outstanding Shares:
Voting Matters. Any action permitted or required to be taken by the members of the Company may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by each of the members of the Company.
Voting Matters. (a) If the Record Date is set for a date that is prior to the Closing Date, then each Seller shall: (i) appear at the 2016 Annual Meeting or otherwise cause all of the Company Shares beneficially owned or controlled in any capacity or manner by such Seller as of the Record Date to be counted as present at the 2016 Annual Meeting for purposes of calculating a quorum; (ii) vote (or cause to be voted) any Company Shares beneficially owned or controlled in any capacity or manner by such Seller as of the Record Date in accordance with the recommendations of the Company Board as set forth in the definitive annual proxy statement on Schedule 14A of the Company that is delivered to the Company’s stockholders by or on behalf of the Company in connection with the 2016 Annual Meeting (such annual proxy statement, the “Company Proxy Statement” and such recommendations, the “Company Recommendations”); (iii) no later than the seventh (7th) day following the date on which the Company publicly files the Company Proxy Statement, duly complete and return the proxy card that is included in the Company’s proxy materials or voting instruction form, in each case, consistent with such Seller’s obligations under clause (ii) of this Section 3.4(a) and (iv) no later than the time at which such Seller returns such proxy card or voting instruction form, in each case, in accordance with clause (iii) of this Section 3.4(a), deliver a written certificate to the Company (signed by such Seller or, if applicable, an authorized officer of such Seller) certifying as to (1) the number of Company Shares beneficially owned or controlled in any capacity or manner by such Seller as of the date of such certification; (2) the manner in which such Company Shares were voted; and (3) compliance with this Section 3.4(a).
Voting Matters. Prior to the occurrence of the Revolving Credit Facility Termination Date, in no event shall any Term Loan Lender or any Affiliate thereof vote to accept or take any other action to support the confirmation or approval of any plan of reorganization in any proceeding under any Debtor Relief Law if the Administrative Agent has provided notice to the Term Loan Lenders at least one Business Day prior to the applicable voting deadline that the Required Lenders do not approve of such plan of reorganization.
Voting Matters. Except to the extent (x) any such Shares are held by a trust and either Shareholder is not the trustee or there are multiple trustees or (y) such Shareholder is deemed to be the beneficial owner of shares that are owned by another person, such Shareholder has the sole power to vote or cause to be voted the Shares set forth opposite the name of such Shareholder on Schedule A on the matters specified in Section 4.1 hereof, free and clear of any and all claims, liens, encumbrances or restrictions on the right to vote such Shares, except (a) as may exist by reason of this Agreement, (b) under applicable Law or (c) as referenced in Section 3.5 hereof. In furtherance (and not in limitation) of the foregoing, such Shareholder represents and warrants to Parent that all proxies heretofore given in respect of any of its Shares, if any, are not irrevocable and that all such proxies have been properly revoked or are no longer in effect as of the date hereof.
Voting Matters. (a) During the term of this Agreement, PHL and Holdings will take all such action as may be required so that the Common Stock beneficially owned and entitled to be voted by PHL, Holdings and their Affiliates, as a Group, are voted or caused to be voted (in person or by proxy):
Voting Matters. (a) To the extent permitted by law, each Stockholder shall vote all voting securities of the Company over which such Stockholder has voting control, and shall take all other necessary or desirable actions within such Stockholder's control (whether in such Stockholder's capacity as a stockholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special Board and stockholder meetings), so that:
Voting Matters. Except as specifically provided herein or otherwise required by applicable law (i) the Class A Members shall be entitled to one vote per Class A Common Unit held by such Class A Member. Except as specifically provided herein or otherwise required by applicable law, the Class B Members and the Preferred Members shall have no right to vote on any matters to be voted on by the Members of the Company; provided, that the Class B Members shall have the right to vote each as a separate class on any merger or consolidation of the Company with or into another entity or entities, or any recapitalization or reorganization, in which the Class B Common Units (x) would receive or be exchanged for consideration different on a per Common Unit basis from consideration received with respect to or in exchange for the Class A Common or (y) would otherwise be treated differently from the Class A Common Units in connection with such transaction, except that the Class B Common Units without such a separate class vote, may receive or be exchanged for nonvoting securities (except as otherwise required by law) which are otherwise identical on a per unit basis in amount and form to the voting securities received with respect to or exchanged for the Class A Common Units so long as (A) such nonvoting securities are convertible into such voting securities on the same terms as the Class B Common Units are convertible into Class A Common Units, and (B) all other consideration is equal on a per Common Unit basis.
Voting Matters. 18 7.3 Conversion of Class B Common Units............................................................. 18 7.4
