Common use of Voting Matters Clause in Contracts

Voting Matters. On each matter brought to a vote at any annual or special meeting of the Company’s stockholders, and in connection with any action proposed to be taken by consent of the Company’s stockholders in lieu of a stockholder meeting, IAC and M▇. ▇▇▇▇▇▇ shall, and shall cause their respective controlled affiliates (IAC, M▇. ▇▇▇▇▇▇ and such controlled affiliates, collectively, the “Covered Entities” and M▇. ▇▇▇▇▇▇ and his controlled affiliates, other than IAC and its controlled affiliates, collectively, the “D▇▇▇▇▇ Entities”) to, vote or duly execute and deliver a stockholder consent with respect to, as applicable, any Voting Securities that are Beneficially Owned by the Covered Entities in excess of the Voting Cap Threshold (as defined below) (the “Excess Voting Securities”) in the same proportion as the stockholders (other than the Covered Entities) vote their Voting Securities in respect of such matter (disregarding stockholders that do not vote). The Parties will reasonably cooperate to share information for purposes of this Agreement. For purposes of this Section 1, subject to the last sentence of Section 2, any Excess Voting Securities shall be deemed to be owned by the D▇▇▇▇▇ Entities, on the one hand, and the Covered Entities that are not D▇▇▇▇▇ Entities (the “IAC Entities”), on the other hand, pro rata based on the number of Voting Securities held by the D▇▇▇▇▇ Entities and the IAC Entities, respectively.

Voting Matters. On each matter brought to a vote at any annual or special meeting of the Company’s stockholders, and in connection with any action proposed to be taken by consent of the Company’s stockholders in lieu of a stockholder meeting, IAC and M▇▇. ▇▇▇▇▇▇ shall, and shall cause their respective controlled affiliates (IAC, M▇▇. ▇▇▇▇▇▇ and such controlled affiliates, collectively, the “Covered Entities” and M▇▇. ▇▇▇▇▇▇ and his controlled affiliates, other than IAC and its controlled affiliates, collectively, the “D▇▇▇▇▇▇ Entities”) to, vote or duly execute and deliver a stockholder consent with respect to, as applicable, any Voting Securities that are Beneficially Owned by the Covered Entities in excess of the Voting Cap Threshold (as defined below) (the “Excess Voting Securities”) in the same proportion as the stockholders (other than the Covered Entities) vote their Voting Securities in respect of such matter (disregarding stockholders that do not vote). The Parties will reasonably cooperate to share information for purposes of this Agreement. For purposes of this Section 1, subject to the last sentence of Section 2, any Excess Voting Securities shall be deemed to be owned by the D▇▇▇▇▇▇ Entities, on the one hand, and the Covered Entities that are not D▇▇▇▇▇▇ Entities (the “IAC Entities”), on the other hand, pro rata based on the number of Voting Securities held by the D▇▇▇▇▇▇ Entities and the IAC Entities, respectively.