Common use of Voting Matters Clause in Contracts

Voting Matters. (a) Parent shall vote (or consent with respect to) or cause to be voted (or a consent to be given with respect to) any Company Shares beneficially owned by it or any of its Subsidiaries or with respect to which it or any of its Subsidiaries has the power (by agreement, proxy or otherwise) to cause to be voted or to provide a consent, in favor of the approval of this Agreement, the Statutory Merger Agreement and the Merger at any meeting of shareholders of the Company at which this Agreement, the Statutory Merger Agreement and the Merger shall be submitted for approval and at all adjournments or postponements thereof (or, if applicable, by any action of shareholders of the Company by consent in lieu of a meeting). (b) The Company shall vote (or consent with respect to) or cause to be voted (or a consent to be given with respect to) any Parent Shares beneficially owned by it or any of its Subsidiaries or with respect to which it or any of its Subsidiaries has the power (by agreement, proxy or otherwise) to cause to be voted or to provide a consent, in favor of the approval of the Parent Share Issuance at any meeting of shareholders of Parent at which the Parent Share Issuance shall be submitted for approval and at all adjournments or postponements thereof (or, if applicable, by any action of shareholders of Parent by consent in lieu of a meeting). (c) Immediately following the execution of this Agreement, Parent shall execute and deliver, in accordance with Section 106 of the Bermuda Companies Act and in its capacity as the sole shareholder of Merger Sub, a written consent approving this Agreement, the Statutory Merger Agreement and the Transactions.

Voting Matters. (a) Parent AGM shall vote (or consent with respect to) or cause to be voted (or a consent to be given with respect to) any Company AHL Shares beneficially owned by it or any of its Subsidiaries or with respect to which it or any of its Subsidiaries has the power (by agreement, proxy or otherwise) to cause to be voted or to provide a consent, in favor of the approval of this Agreement, the Statutory Merger Agreement and the AHL Merger at any meeting of shareholders of the Company AHL at which this Agreement, the Statutory Merger Agreement and the AHL Merger shall be submitted for approval and at all adjournments or postponements thereof (or, if applicable, by any action of shareholders of the Company AHL by consent in lieu of a meeting). (b) The Company AHL shall vote (or consent with respect to) or cause to be voted (or a consent to be given with respect to) any Parent AGM Shares beneficially owned by it or any of its Subsidiaries or with respect to which it or any of its Subsidiaries has the power (by agreement, proxy or otherwise) to cause to be voted or to provide a consent, in favor of the approval of the Parent Share Issuance AGM Merger at any meeting of shareholders stockholders of Parent AGM at which the Parent Share Issuance AGM Merger shall be submitted for approval and at all adjournments or postponements thereof (or, if applicable, by any action of shareholders stockholders of Parent AGM by consent in lieu of a meeting); provided, however, that AHL’s obligations under this Section 5.12(b) (i) shall terminate in full upon an Adverse Recommendation Change and (ii) shall be subject to, and only given effect to the extent they would be consistent with, the fiduciary duties of AHL Board under Bermuda Law. (c) Immediately following the execution of this Agreement, Parent Tango Holdings, in its capacity as the sole shareholder of AHL Merger Sub, and AHL Merger Sub shall execute and deliver, in accordance with Section 106 of the Bermuda Companies Act and in its capacity as the sole shareholder of Merger SubAct, a written notice and shareholder consent approving this Agreement, the Statutory Merger Agreement and the Transactions. (d) Immediately following the execution of this Agreement, Tango Holdings, in its capacity as the sole shareholder of AGM Merger Sub, and AGM Merger Sub shall execute and deliver, in accordance with the DGCL, a written consent approving this Agreement and the Transactions.