Common use of Voting of Common Stock Clause in Contracts

Voting of Common Stock. VHA agrees that from and after the date of the Closing through the fifth anniversary of the Closing (the "FIFTH ANNIVERSARY"), and for as long after the Fifth Anniversary as the outstanding shares of Common Stock (including Restricted Shares and Vested Shares) beneficially owned by VHA together with all "affiliates" (which for purposes of this Agreement (other than Section 4.12) shall have the meaning given such term in Rule 144(a)(1) promulgated under the 0000 Xxx) of VHA exceeds 35% of the then outstanding Common Stock of Parent (the entire such period, the "RESTRICTED PERIOD"), to the extent that the outstanding shares of Common Stock (including outstanding Shares, Restricted Shares and Vested Shares) beneficially owned by VHA together with all affiliates of VHA exceeds 19.9% of the then outstanding Common Stock of Parent (the shares (including outstanding Shares, Restricted Shares and Vested Shares) in excess of such 19.9% threshold, "EXCESS Shares"), VHA shall, and shall cause its affiliates to, vote all Excess Shares it holds or is entitled to vote in proportion to the votes cast by all other stockholders of Parent in connection with each matter submitted to Parent's stockholders for approval, except that in the cases of (i) a proposed Change of Control, (ii) the election of VHA's designated nominees to the Board of Directors of Parent, or (iii) an amendment of the Certificate of Incorporation of Parent that would materially and adversely affect VHA as a Parent stockholder in a manner different from the effect such amendment would have on other Parent stockholders generally, VHA may vote without restriction a number of shares of Common Stock (including Shares, Restricted Shares and Vested Shares) it beneficially owns equal to the product of (A) a fraction, the numerator of which is equal to (w) the number of shares of Common Stock (including Shares, Restricted Shares and Vested Shares) VHA beneficially owns on the record date used to determine stockholders eligible to vote on such matter minus (x) the number of Restricted Shares that are not Vested Shares on such date, and the denominator of which is (y) the total number of shares of Common Stock outstanding on such date minus (z) the number of Restricted Shares that are not Vested Shares on such date, multiplied by (B) the total number of shares of Common Stock outstanding on such date, and any shares of Common Stock beneficially owned by VHA in excess of such number shall be voted as Excess Shares. On all matters submitted to Parent stockholders for approval other than those identified in items (i), (ii) and (iii) of the preceding sentence, VHA shall, and shall cause its affiliates to, vote all Excess Shares in proportion to the votes cast by all other stockholders of Parent in connection with each matter submitted to Parent stockholders' for approval, including, without limitation, on any matters regarding equity-based or other compensation plans of Parent, the issuance of capital stock of Parent, amendments to the Certificate of Incorporation of Parent other than as set forth in clause (iii) above, elections of directors other than VHA's designated nominees to the Board of Directors, or transactions involving interested or related parties. Notwithstanding any voting restrictions set forth herein, the Board of Directors of Parent may waive any voting restriction set forth herein with respect to any particular matter. For purposes of this Agreement, "CHANGE OF CONTROL" means the consummation of any transaction or series of related transactions, including an acquisition of Parent by another entity and any reorganization, merger, consolidation or share exchange, that results in the beneficial owners of Parent's capital stock immediately prior to the transaction or transactions holding less than 50% of the voting power of Parent immediately after the transaction or transactions, or a transaction or series of related transactions which result in the sale, exchange, transfer, acquisition or disposition of more than 50% of the assets of Parent.

Voting of Common Stock. VHA UHC agrees that from and after the date of the Closing through the fifth anniversary of the Closing (the "FIFTH ANNIVERSARY"), and for as long after the Fifth Anniversary as the outstanding shares of Common Stock (including Restricted Shares and Vested Shares) beneficially owned by VHA UHC together with all "affiliates" (which for purposes of this Agreement (other than Section 4.123.12) shall have the meaning given such term in Rule 144(a)(1) promulgated under the 0000 Xxx) of VHA UHC exceeds 359% of the then outstanding Common Stock of Parent (the entire such period, the "RESTRICTED PERIOD"), to the extent that the outstanding shares of Common Stock (including outstanding Shares, Restricted Shares and Vested Shares) beneficially owned by VHA UHC together with all affiliates of VHA UHC exceeds 19.99% of the then outstanding Common Stock of Parent (the shares (including outstanding Shares, Restricted Shares and Vested Shares) in excess of such 19.99% threshold, "EXCESS SharesSHARES"), VHA UHC shall, and shall cause its controlled affiliates to, vote all Excess Shares it holds or is entitled to vote in proportion to the votes cast by all other stockholders of Parent in connection with each matter submitted to Parent's stockholders for approval, except that in the cases of for (i) a proposed Change of Control, Control or (ii) the election of VHA's designated nominees to the Board of Directors of Parent, or (iii) an amendment of the Certificate of Incorporation of Parent that would materially and adversely affect VHA UHC as a Parent stockholder in a manner different from the effect such amendment would have on other Parent stockholders generally, VHA may vote without restriction a number of shares of Common Stock (including Shares, Restricted Shares and Vested Shares) it beneficially owns equal to the product of (A) a fraction, the numerator of which is equal to (w) the number of shares of Common Stock (including Shares, Restricted Shares and Vested Shares) VHA beneficially owns on the record date used to determine stockholders eligible to vote on such matter minus (x) the number of Restricted Shares that are not Vested Shares on such date, and the denominator of which is (y) the total number of shares of Common Stock outstanding on such date minus (z) the number of Restricted Shares that are not Vested Shares on such date, multiplied by (B) the total number of shares of Common Stock outstanding on such date, and any shares of Common Stock beneficially owned by VHA in excess of such number shall be voted as Excess Shares. On all matters submitted to Parent stockholders for approval other than those identified in items clauses (i), (ii) and (iiiii) of the preceding sentence, VHA UHC shall, and shall cause its controlled affiliates to, vote all Excess Shares in proportion to the votes cast by all other stockholders of Parent in connection with each matter submitted to Parent stockholders' for approval, including, without limitation, on any matters regarding equity-based or other compensation plans of Parent, the issuance of capital stock of Parent, amendments to the Certificate of Incorporation of Parent other than as set forth in clause (iiiii) above, elections of directors other than VHA's designated nominees to the Board of Directors, or transactions involving interested or related parties. Notwithstanding the foregoing, all Restricted Shares that are not Vested Shares shall be voted on all matters submitted to Parent's stockholders for approval in proportion to the votes cast by all other stockholders of Parent, including those matters identified in items (i) and (ii) of the first sentence of this section. Notwithstanding any voting restrictions set forth herein, the Board of Directors of Parent may waive any voting restriction set forth herein with respect to any particular matter. For purposes of this Agreement, "CHANGE OF CONTROL" means the consummation of any transaction or series of related transactions, including an acquisition of Parent by another entity and any reorganization, merger, consolidation or share exchange, that results in the beneficial owners of Parent's capital stock immediately prior to the transaction or transactions holding less than 50% of the voting power of Parent immediately after the transaction or transactions, or a transaction or series of related transactions which result in the sale, exchange, transfer, acquisition or disposition of more than 50% of the assets of Parent.this

Voting of Common Stock. VHA agrees that from and after the date of the Closing through the fifth anniversary of the Closing (the "FIFTH ANNIVERSARY"), and for as long after the Fifth Anniversary as the outstanding shares of Common Stock (including Restricted Shares and Vested Sharesoutstanding Common Stock that has been issued pursuant to the Warrant) beneficially owned by VHA together with all "affiliates" (which for purposes of this Agreement (other than Section 4.123.12) shall have the meaning given such term in Rule 144(a)(1) promulgated under the 0000 1933 Xxx) of xx VHA exceeds 35% of the then outstanding Common Stock of Parent (the entire such period, the "RESTRICTED PERIOD"), to the extent that the outstanding shares of Common Stock (including outstanding Shares, Restricted Shares and Vested SharesCommon Stock that has been issued pursuant to the Warrant) beneficially owned by VHA together with all affiliates of VHA exceeds 19.9% of the then outstanding Common Stock of Parent (the shares (including outstanding Shares, Restricted Shares and Vested Shares) in excess of such 19.9% threshold, "EXCESS SharesSHARES"), VHA shall, and shall cause its affiliates to, vote all Excess Shares it holds or is entitled to vote in proportion to the votes cast by all other stockholders of Parent in connection with each matter submitted to Parent's stockholders for approval, approval except that in the cases of for (i) a proposed Change of Control, (ii) the election of VHA's designated nominees to the Board of Directors of Parent, or (iii) an amendment of the Certificate of Incorporation of Parent that would materially and adversely affect VHA as a Parent stockholder in a manner different from the effect such amendment would have on other Parent stockholders generally, VHA may vote without restriction a number of shares of Common Stock (including Shares, Restricted Shares and Vested Shares) it beneficially owns equal to the product of (A) a fraction, the numerator of which is equal to (w) the number of shares of Common Stock (including Shares, Restricted Shares and Vested Shares) VHA beneficially owns on the record date used to determine stockholders eligible to vote on such matter minus (x) the number of Restricted Shares that are not Vested Shares on such date, and the denominator of which is (y) the total number of shares of Common Stock outstanding on such date minus (z) the number of Restricted Shares that are not Vested Shares on such date, multiplied by (B) the total number of shares of Common Stock outstanding on such date, and any shares of Common Stock beneficially owned by VHA in excess of such number shall be voted as Excess Shares. On all matters submitted to Parent stockholders for approval other than those identified in items (i), (ii) and (iii) of the preceding sentencefirst sentence of this section, VHA shall, and shall cause its affiliates to, vote all Excess Shares in proportion to the votes cast by all other stockholders of Parent in connection with each matter submitted to Parent stockholders' for approval, including, without limitation, on any matters regarding equity-based or other compensation plans of Parent, the issuance of capital stock of Parent, amendments to the Certificate of Incorporation of Parent other than as set forth in clause (iii) above, elections of directors other than VHA's designated nominees to the Board of Directors, or transactions involving interested or related parties. Notwithstanding any voting restrictions set forth herein, the Board of Directors of Parent may waive any voting restriction set forth herein with respect to any particular matter. For purposes of this Agreement, "CHANGE OF CONTROL" means the consummation of any transaction or series of related transactions, including an acquisition of Parent by another entity and any reorganization, merger, consolidation or share exchange, that results in the beneficial owners of Parent's capital stock immediately prior to the transaction or transactions holding less than 50% of the voting power of Parent immediately after the transaction or transactions, or a transaction or series of related transactions which result in the sale, exchange, transfer, acquisition or disposition of more than 50% of the assets of Parent.the

Voting of Common Stock. VHA agrees that from and after the date Each of the Closing through the fifth anniversary of the Closing (the "FIFTH ANNIVERSARY"), Stockholders hereby irrevocably and for as long after the Fifth Anniversary as the outstanding unconditionally covenants and agrees to vote all shares of Common Stock (including Restricted Shares and Vested Shares) beneficially owned by VHA together with all "affiliates" (which for purposes such Stockholder in favor of this the Merger Agreement and the Merger at the meeting of the Company's stockholders referred to in SECTION 6.01 of the Merger Agreement (other than Section 4.12) shall have the meaning given such term and to consent thereto if action thereon is to be taken by written consent in Rule 144(a)(1) promulgated under the 0000 Xxx) lieu of VHA exceeds 35% a meeting of the then outstanding Common Stock of Parent (the entire such period, the "RESTRICTED PERIOD"), to the extent that the outstanding shares of Common Stock (including outstanding Shares, Restricted Shares and Vested Shares) beneficially owned by VHA together with all affiliates of VHA exceeds 19.9% stockholders of the then outstanding Common Stock of Parent (the shares (including outstanding Shares, Restricted Shares and Vested Shares) in excess of such 19.9% threshold, "EXCESS Shares"Company), VHA shall, and shall cause its affiliates to, vote all Excess Shares it holds or is entitled to vote in proportion to the votes cast by all other stockholders of Parent in connection with each matter submitted to Parent's stockholders for approval, except that in the cases of (i) a proposed Change of Control, (ii) the election of VHA's designated nominees to the Board of Directors of Parent, or (iii) an amendment . Each of the Certificate of Incorporation of Parent Stockholders further covenants and agrees that would materially and adversely affect VHA as a Parent stockholder in a manner different from the effect such amendment would have on other Parent stockholders generally, VHA may vote without restriction a number of shares of Common Stock (including Shares, Restricted Shares and Vested Shares) it beneficially owns equal to the product of (A) a fraction, the numerator of which is equal to (w) the number of shares of Common Stock (including Shares, Restricted Shares and Vested Shares) VHA beneficially owns on the record date used to determine stockholders eligible to vote on such matter minus (x) the number of Restricted Shares that are or he shall not Vested Shares on such date, and the denominator of which is (y) the total number of shares of Common Stock outstanding on such date minus (z) the number of Restricted Shares that are not Vested Shares on such date, multiplied by (B) the total number of shares of Common Stock outstanding on such date, and transfer or convey any shares of Common Stock beneficially owned unless it or he shall obtain the written agreement of the transferee to comply with the terms hereof and shall have furnished a copy of this Agreement executed by VHA in excess such transferee to MSR; (provided, however, the existing pledge of the Common Stock by Mercury, QELC, Xxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx and Xxxx Xxxxxx Self to secure the Company's debt and any transfer of such number shall be voted as Excess Shares. On all matters submitted to Parent stockholders for approval other than those identified in items Common Stock following foreclosure upon thereof without such consent will not constitute a violation hereof.) Mercury, Xxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx and Xxxx Xxxxxx Self hereby each (i)) irrevocably and unconditionally covenants and agrees to vote all shares of common stock of MSR now owned or hereafter acquired by such stockholders in favor of the Merger at the meeting of MSR stockholders referred to in SECTION 6.01 of the Merger Agreement, and (ii) further covenants and (iii) agrees that it or he or she shall not transfer any shares of common stock of MSR unless it or he or she shall obtain the written consent of the preceding sentence, VHA shall, transferee to comply with the terms hereof and shall cause its affiliates to, vote all Excess Shares in proportion have furnished a copy of this Agreement executed by such transferee to the votes cast by all other stockholders of Parent in connection with each matter submitted to Parent stockholders' for approvalCompany; (provided, including, without limitation, on any matters regarding equity-based or other compensation plans of Parenthowever, the issuance existing pledge of capital the shares of common stock of Parent, amendments MSR to secure the Certificate of Incorporation of Parent other than as set forth in clause (iii) above, elections of directors other than VHACompany's designated nominees to the Board of Directors, or transactions involving interested or related parties. Notwithstanding any voting restrictions set forth herein, the Board of Directors of Parent may waive any voting restriction set forth herein with respect to any particular matter. For purposes of this Agreement, "CHANGE OF CONTROL" means the consummation of any transaction or series of related transactions, including an acquisition of Parent by another entity debt and any reorganization, merger, consolidation or share exchange, that results in the beneficial owners transfer of Parent's capital stock immediately prior to the transaction or transactions holding less than 50% of the voting power of Parent immediately after the transaction or transactions, or such shares following foreclosure upon thereof without such consent will not constitute a transaction or series of related transactions which result in the sale, exchange, transfer, acquisition or disposition of more than 50% of the assets of Parentviolation hereof).

Voting of Common Stock. VHA UHC agrees that from and after the date of the Closing through the fifth anniversary of the Closing (the "FIFTH ANNIVERSARY"), and for as long after the Fifth Anniversary as the outstanding shares of Common Stock (including Restricted Shares and Vested Shares) beneficially owned by VHA UHC together with all "affiliates" (which for purposes of this Agreement (other than Section 4.123.12) shall have the meaning given such term in Rule 144(a)(1) promulgated under the 0000 1933 Xxx) of VHA UHC exceeds 359% of the then outstanding Common Stock of Parent (the entire such period, the "RESTRICTED PERIOD"), to the extent that the outstanding shares of Common Stock (including outstanding Shares, Restricted Shares and Vested Shares) beneficially owned by VHA UHC together with all affiliates of VHA UHC exceeds 19.99% of the then outstanding Common Stock of Parent (the shares (including outstanding Shares, Restricted Shares and Vested Shares) in excess of such 19.99% threshold, "EXCESS SharesSHARES"), VHA UHC shall, and shall cause its controlled affiliates to, vote all Excess Shares it holds or is entitled to vote in proportion to the votes cast by all other stockholders of Parent in connection with each matter submitted to Parent's stockholders for approval, except that in the cases of for (i) a proposed Change of Control, Control or (ii) the election of VHA's designated nominees to the Board of Directors of Parent, or (iii) an amendment of the Certificate of Incorporation of Parent that would materially and adversely affect VHA UHC as a Parent stockholder in a manner different from the effect such amendment would have on other Parent stockholders generally, VHA may vote without restriction a number of shares of Common Stock (including Shares, Restricted Shares and Vested Shares) it beneficially owns equal to the product of (A) a fraction, the numerator of which is equal to (w) the number of shares of Common Stock (including Shares, Restricted Shares and Vested Shares) VHA beneficially owns on the record date used to determine stockholders eligible to vote on such matter minus (x) the number of Restricted Shares that are not Vested Shares on such date, and the denominator of which is (y) the total number of shares of Common Stock outstanding on such date minus (z) the number of Restricted Shares that are not Vested Shares on such date, multiplied by (B) the total number of shares of Common Stock outstanding on such date, and any shares of Common Stock beneficially owned by VHA in excess of such number shall be voted as Excess Shares. On all matters submitted to Parent stockholders for approval other than those identified in items clauses (i), (ii) and (iiiii) of the preceding sentence, VHA UHC shall, and shall cause its controlled affiliates to, vote all Excess Shares in proportion to the votes cast by all other stockholders of Parent in connection with each matter submitted to Parent stockholders' for approval, including, without limitation, on any matters regarding equity-based or other compensation plans of Parent, the issuance of capital stock of Parent, amendments to the Certificate of Incorporation of Parent other than as set forth in clause (iiiii) above, elections of directors other than VHA's designated nominees to the Board of Directors, or transactions involving interested or related parties. Notwithstanding the foregoing, all Restricted Shares that are not Vested Shares shall be voted on all matters submitted to Parent's stockholders for approval in proportion to the votes cast by all other stockholders of Parent, including those matters identified in items (i) and (ii) of the first sentence of this section. Notwithstanding any voting restrictions set forth herein, the Board of Directors of Parent may waive any voting restriction set forth herein with respect to any particular matter. For purposes of this Agreement, "CHANGE OF CONTROL" means the consummation of any transaction or series of related transactions, including an acquisition of Parent by another entity and any reorganization, merger, consolidation or share exchange, that results in the beneficial owners of Parent's capital stock immediately prior to the transaction or transactions holding less than 50% of the voting power of Parent immediately after the transaction or transactions, or a transaction or series of related transactions which result in the sale, exchange, transfer, acquisition or disposition of more than 50% of the assets of Parent.of

Voting of Common Stock. VHA agrees that from and after the date Each of the Closing through the fifth anniversary of the Closing (the "FIFTH ANNIVERSARY"), Stockholders hereby irrevocably and for as long after the Fifth Anniversary as the outstanding unconditionally covenants and agrees to vote all shares of Common Stock (including Restricted Shares and Vested Shares) beneficially owned by VHA together with all "affiliates" (which for purposes such Stockholder in favor of this the Merger Agreement and the Merger at the meeting of the Company's stockholders referred to in Section 6.01 of the Merger Agreement (other than Section 4.12) shall have the meaning given such term and to consent thereto if action thereon is to be taken by written consent in Rule 144(a)(1) promulgated under the 0000 Xxx) lieu of VHA exceeds 35% a meeting of the then outstanding Common Stock of Parent (the entire such period, the "RESTRICTED PERIOD"), to the extent that the outstanding shares of Common Stock (including outstanding Shares, Restricted Shares and Vested Shares) beneficially owned by VHA together with all affiliates of VHA exceeds 19.9% stockholders of the then outstanding Common Stock of Parent (the shares (including outstanding Shares, Restricted Shares and Vested Shares) in excess of such 19.9% threshold, "EXCESS Shares"Company), VHA shall, and shall cause its affiliates to, vote all Excess Shares it holds or is entitled to vote in proportion to the votes cast by all other stockholders of Parent in connection with each matter submitted to Parent's stockholders for approval, except that in the cases of (i) a proposed Change of Control, (ii) the election of VHA's designated nominees to the Board of Directors of Parent, or (iii) an amendment . Each of the Certificate of Incorporation of Parent Stockholders further covenants and agrees that would materially and adversely affect VHA as a Parent stockholder in a manner different from the effect such amendment would have on other Parent stockholders generally, VHA may vote without restriction a number of shares of Common Stock (including Shares, Restricted Shares and Vested Shares) it beneficially owns equal to the product of (A) a fraction, the numerator of which is equal to (w) the number of shares of Common Stock (including Shares, Restricted Shares and Vested Shares) VHA beneficially owns on the record date used to determine stockholders eligible to vote on such matter minus (x) the number of Restricted Shares that are or he shall not Vested Shares on such date, and the denominator of which is (y) the total number of shares of Common Stock outstanding on such date minus (z) the number of Restricted Shares that are not Vested Shares on such date, multiplied by (B) the total number of shares of Common Stock outstanding on such date, and transfer or convey any shares of Common Stock beneficially owned unless it or he shall obtain the written agreement of the transferee to comply with the terms hereof and shall have furnished a copy of this Agreement executed by VHA in excess such transferee to MSR; (provided, however, the existing pledge of the Common Stock by Mercury, QELC, Xxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx and Xxxx Xxxxxx Self to secure the Company's debt and any transfer of such number shall be voted as Excess Shares. On all matters submitted to Parent stockholders for approval other than those identified in items Common Stock following foreclosure upon thereof without such consent will not constitute a violation hereof.) Mercury, Xxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx and Xxxx Xxxxxx Self hereby each (i)) irrevocably and unconditionally covenants and agrees to vote all shares of common stock of MSR now owned or hereafter acquired by such stockholders in favor of the Merger at the meeting of MSR stockholders referred to in Section 6.01 of the Merger Agreement, and (ii) further covenants and (iii) agrees that it or he or she shall not transfer any shares of common stock of MSR unless it or he or she shall obtain the written consent of the preceding sentence, VHA shall, transferee to comply with the terms hereof and shall cause its affiliates to, vote all Excess Shares in proportion have furnished a copy of this Agreement executed by such transferee to the votes cast by all other stockholders of Parent in connection with each matter submitted to Parent stockholders' for approvalCompany; (provided, including, without limitation, on any matters regarding equity-based or other compensation plans of Parenthowever, the issuance existing pledge of capital the shares of common stock of Parent, amendments MSR to secure the Certificate of Incorporation of Parent other than as set forth in clause (iii) above, elections of directors other than VHACompany's designated nominees to the Board of Directors, or transactions involving interested or related parties. Notwithstanding any voting restrictions set forth herein, the Board of Directors of Parent may waive any voting restriction set forth herein with respect to any particular matter. For purposes of this Agreement, "CHANGE OF CONTROL" means the consummation of any transaction or series of related transactions, including an acquisition of Parent by another entity debt and any reorganization, merger, consolidation or share exchange, that results in the beneficial owners transfer of Parent's capital stock immediately prior to the transaction or transactions holding less than 50% of the voting power of Parent immediately after the transaction or transactions, or such shares following foreclosure upon thereof without such consent will not constitute a transaction or series of related transactions which result in the sale, exchange, transfer, acquisition or disposition of more than 50% of the assets of Parentviolation hereof).

Voting of Common Stock. VHA agrees that from and after the date of the Closing through the fifth anniversary of the Closing (the "FIFTH ANNIVERSARY"), and for as long after to the Fifth Anniversary as extent that the outstanding shares of Common Stock (including Restricted Shares and Vested Sharesoutstanding Warrant Stock) beneficially owned by VHA together with all "affiliates" (which for purposes of this Agreement (other than Section 4.12) shall have the meaning given such term in Rule 144(a)(1) promulgated under the 0000 1933 Xxx) of xx VHA exceeds 3510% of the then outstanding Common Stock of Parent (the entire such period, the "RESTRICTED PERIOD"), to the extent that the outstanding shares of Common Stock (including outstanding Shares, Restricted Shares and Vested Shares) beneficially owned by VHA together with all affiliates of VHA exceeds 19.9% of the then outstanding Common Stock of Parent (the shares (including outstanding Shares, Restricted Shares and Vested Shares) in excess of such 19.910% threshold, "EXCESS SharesSHARES"), VHA shall, and shall cause its affiliates to, vote all Excess Shares it holds or is entitled to vote in proportion to the votes cast by all other stockholders of Parent in connection with each matter submitted to Parent's stockholders Parent Stockholders' for approval, approval except that in the cases of for (i) a proposed Change of ControlControl (as defined below) of Parent, (ii) the election of VHA's ' designated nominees nominee to the Board of Directors of Parent, or (iii) an amendment of the Certificate of Incorporation of Parent that would materially and adversely affect VHA as a Parent stockholder in a manner different from the effect such amendment would have on other Parent stockholders generally, VHA may vote without restriction a number of shares of Common Stock (including Shares, Restricted Shares and Vested Shares) it beneficially owns equal to the product of (A) a fraction, the numerator of which is equal to (w) the number of shares of Common Stock (including Shares, Restricted Shares and Vested Shares) VHA beneficially owns on the record date used to determine stockholders eligible to vote on such matter minus (x) the number of Restricted Shares that are not Vested Shares on such date, and the denominator of which is (y) the total number of shares of Common Stock outstanding on such date minus (z) the number of Restricted Shares that are not Vested Shares on such date, multiplied by (B) the total number of shares of Common Stock outstanding on such date, and any shares of Common Stock beneficially owned by VHA in excess of such number shall be voted as Excess Shares. On all matters submitted to Parent stockholders for approval other than those identified in items (i), (ii) and (iii) of the preceding sentence, VHA shall, and shall cause its affiliates to, vote all Excess Shares in proportion to the votes cast by all other stockholders of Parent in connection with each matter submitted to Parent stockholders' for approval, including, without limitation, on any matters regarding equity-based or other compensation plans of Parent, the issuance of capital stock of Parent, amendments to the Certificate of Incorporation of Parent other than as set forth in clause (iii) above, elections of directors other than VHA's designated nominees to the Board of Directors, or transactions involving interested or related parties. Notwithstanding any voting restrictions set forth herein, the Board of Directors of Parent may waive any voting restriction set forth herein with respect to any particular matter. For purposes of this Agreement, "CHANGE OF CONTROL" means the consummation of any transaction or series of related transactions, including an acquisition of Parent by another entity and any reorganization, merger, consolidation or share exchange, that results in the beneficial owners of Parent's capital stock immediately prior to the transaction or transactions holding less than 50% of the voting power of Parent immediately after the transaction or transactions, or a transaction or series of related transactions which result in the sale, exchange, transfer, acquisition or disposition of more than 50% of the assets of Parent.stock

Voting of Common Stock. VHA agrees that from and after The Trustee shall vote (or act by written consent with respect to) the date of the Closing through the fifth anniversary of the Closing (the "FIFTH ANNIVERSARY"), and for as long after the Fifth Anniversary as the outstanding shares of Common Stock (including Restricted Shares and Vested Shares) beneficially owned held by VHA together the Trust in accordance with all "affiliates" (which for purposes the provisions of this Agreement Section 4.4(a). As soon as practicable following the record date in question, the Company shall deliver to the Trustee a schedule (the "Eligible Participant Schedule") listing (1) all persons other than Section 4.12) shall have the meaning given such term in Rule 144(a)(1) promulgated under the 0000 Xxx) of VHA exceeds 35% members of the then outstanding Common Stock Board of Parent Directors (the entire such periodcollectively, the "RESTRICTED PERIODEligible Participants"), ) with respect to the extent that the outstanding whom shares of Common Stock (including outstanding Shares, Restricted Shares and Vested Shares) beneficially owned by VHA together with all affiliates of VHA exceeds 19.9% of the then outstanding Common Stock of Parent (the shares (including outstanding Shares, Restricted Shares and Vested Shares) in excess are deliverable as of such 19.9% thresholdrecord date as a result of (x) purchases by such Eligible Participants pursuant to the Company's Employee Stock Ownership Plan or Franchised Dealer Stock Ownership Plan, including any successor or substitute stock purchase plans as may be listed on Exhibit A from time to time (collectively, the "EXCESS SharesStock Purchase Plans"), VHA shallor (y) the exercise of stock options granted to such Eligible Participants pursuant to the Company's Amended and Restated Snap-On Incorporated 1986 Incentive Stock Program, as amended from time to time, including any successor or substitute stock incentive or option plans as may be listed on Exhibit A from time to time (such plans, the "Stock Option Plan") and shall cause its affiliates to, vote all Excess (2) the number of Directed Shares it holds or (as hereinafter defined) with respect to which each Eligible Participant is entitled to direct the voting. Each Eligible Participant listed on such Eligible Participant Schedule shall have the right to direct the vote in proportion (or written consent) with respect to the votes cast by all other stockholders of Parent in connection with each matter submitted to Parent's stockholders for approval, except that in the cases of (i) a proposed Change of Control, (ii) the election of VHA's designated nominees to the Board of Directors of Parent, or (iii) an amendment of the Certificate of Incorporation of Parent that would materially and adversely affect VHA as a Parent stockholder in a manner different from the effect such amendment would have on other Parent stockholders generally, VHA may vote without restriction a number of shares of Common Stock held by the Trust as of such record date (including such number being hereinafter referred to as the "Directed Shares, Restricted Shares and Vested Shares") it beneficially owns which is equal to the number of shares then deliverable to such Eligible Participant as a result of purchases by such Eligible Participant under the Stock Purchase Plans or the exercise by such Eligible Participant of stock options granted under the Stock Option Plan and shall also furnish to the Trustee such further information as the Trustee determines is necessary for it to perform its responsibilities under this Section 4.4(a). If an Eligible Participant provides directions to the Trustee with respect to the voting of (or action by written consent with respect to) his or her Directed Shares, the Trustee shall vote (or act by written consent with respect to), or abstain or withhold authority with respect to, as applicable, shares of Common Stock held by the Trust as of such record date which are equal in number to such Directed Shares in accordance with the directions of such Eligible Participant. With respect to (1) shares of Common Stock held by the Trust as of such record date which are equal to the aggregate number of Directed Shares with respect to which the Trustee has not received directions from Eligible Participants and (2) shares of Common Stock held in the Trust as of such record date which are in excess of the aggregate number of Directed Shares (the shares referred to in (1) and (2) being collectively referred to as the "Mirrored Shares"), the number of Mirrored Shares to be voted in a particular manner (or acted upon by written consent) or abstaining or withholding authority, as the case may be, with respect to a particular matter shall equal to product of (Ax) the total number of Mirrored Shares held by the Trust as of such record date and (y) a fraction, fraction the numerator of which is equal to (w) the aggregate number of shares of Common Stock voted in such manner (including Sharesor acted upon by written consent) or abstaining or withholding authority, Restricted Shares and Vested Shares) VHA beneficially owns on as the record date used case may be, with respect to determine stockholders eligible to vote on such matter minus by all stockholders of the Company (xother than the Trust) the number of Restricted Shares that are not Vested Shares on such date, and the denominator of which is (y) the total aggregate number of outstanding shares of Common Stock outstanding on such date minus held by all stockholders of the Company (zother than the Trust). The Trustee shall devise and implement a procedure to assure confidentiality of any directions given by Eligible Participants in respect of votes. All actions taken by Eligible Participants pursuant to this Section 4.4(a) shall be held confidential by the number Trustee and shall not be divulged or released to any person, other than (i) agents of Restricted Shares that the Trustee who are not Vested Shares on such dateaffiliated with the Company or its affiliates, multiplied (ii) by (B) virtue of the total number execution by the Trustee of any proxy, consent or letter of transmittal for the shares of Common Stock outstanding on such dateheld in the Trust, and any shares of Common Stock beneficially owned by VHA in excess of such number shall be voted as Excess Shares. On all matters submitted to Parent stockholders for approval other than those identified in items (i), (ii) and (iii) of as may be required by court order or (iv) as otherwise necessary for the preceding sentence, VHA shall, and shall cause Trustee to carry out its affiliates to, vote all Excess Shares in proportion to the votes cast by all other stockholders of Parent in connection with each matter submitted to Parent stockholders' for approval, including, without limitation, on any matters regarding equity-based or other compensation plans of Parent, the issuance of capital stock of Parent, amendments to the Certificate of Incorporation of Parent other than as set forth in clause (iii) above, elections of directors other than VHA's designated nominees to the Board of Directors, or transactions involving interested or related parties. Notwithstanding any voting restrictions set forth herein, the Board of Directors of Parent may waive any voting restriction set forth herein with respect to any particular matter. For purposes of responsibilities under this Agreement, "CHANGE OF CONTROL" means the consummation of any transaction or series of related transactions, including an acquisition of Parent by another entity and any reorganization, merger, consolidation or share exchange, that results in the beneficial owners of Parent's capital stock immediately prior to the transaction or transactions holding less than 50% of the voting power of Parent immediately after the transaction or transactions, or a transaction or series of related transactions which result in the sale, exchange, transfer, acquisition or disposition of more than 50% of the assets of Parent.

Voting of Common Stock. VHA agrees that from and after the date of the Closing through the fifth anniversary of the Closing (the "FIFTH ANNIVERSARY"), and for as long after the Fifth Anniversary as the outstanding shares of Common Stock (including Restricted Shares and Vested Shares) beneficially owned by VHA together with all "affiliates" (which for purposes of this Agreement (other than Section 4.12) shall have the meaning given such term in Rule 144(a)(1) promulgated under the 0000 1933 Xxx) of xx VHA exceeds 35% of the then outstanding Common Stock of Parent (the entire such period, the "RESTRICTED PERIOD"), to the extent that the outstanding shares of Common Stock (including outstanding Shares, Restricted Shares and Vested Shares) beneficially owned by VHA together with all affiliates of VHA exceeds 19.9% of the then outstanding Common Stock of Parent (the shares (including outstanding Shares, Restricted Shares and Vested Shares) in excess of such 19.9% threshold, "EXCESS SharesSHARES"), VHA shall, and shall cause its affiliates to, vote all Excess Shares it holds or is entitled to vote in proportion to the votes cast by all other stockholders of Parent in connection with each matter submitted to Parent's stockholders for approval, except that in the cases of (i) a proposed Change of Control, (ii) the election of VHA's designated nominees to the Board of Directors of Parent, or (iii) an amendment of the Certificate of Incorporation of Parent that would materially and adversely affect VHA as a Parent stockholder in a manner different from the effect such amendment would have on other Parent stockholders generally, VHA may vote without restriction a number of shares of Common Stock (including Shares, Restricted Shares and Vested Shares) it beneficially owns equal to the product of (A) a fraction, the numerator of which is equal to (w) the number of shares of Common Stock (including Shares, Restricted Shares and Vested Shares) VHA beneficially owns on the record date used to determine stockholders eligible to vote on such matter minus (x) the number of Restricted Shares that are not Vested Shares on such date, and the denominator of which is (y) the total number of shares of Common Stock outstanding on such date minus (z) the number of Restricted Shares that are not Vested Shares on such date, multiplied by (B) the total number of shares of Common Stock outstanding on such date, and any shares of Common Stock beneficially owned by VHA in excess of such number shall be voted as Excess Shares. On all matters submitted to Parent stockholders for approval other than those identified in items (i), (ii) and (iii) of the preceding sentence, VHA shall, and shall cause its affiliates to, vote all Excess Shares in proportion to the votes cast by all other stockholders of Parent in connection with each matter submitted to Parent stockholders' for approval, including, without limitation, on any matters regarding equity-based or other compensation plans of Parent, the issuance of capital stock of Parent, amendments to the Certificate of Incorporation of Parent other than as set forth in clause (iii) above, elections of directors other than VHA's designated nominees to the Board of Directors, or transactions involving interested or related parties. Notwithstanding any voting restrictions set forth herein, the Board of Directors of Parent may waive any voting restriction set forth herein with respect to any particular matter. For purposes of this Agreement, "CHANGE OF CONTROL" means the consummation of any transaction or series of related transactions, including an acquisition of Parent by another entity and any reorganization, merger, consolidation or share exchange, that results in the beneficial owners of Parent's capital stock immediately prior to the transaction or transactions holding less than 50% of the voting power of Parent immediately after the transaction or transactions, or a transaction or series of related transactions which result in the sale, exchange, transfer, acquisition or disposition of more than 50% of the assets of Parent.

Voting of Common Stock. VHA agrees that from and after the date of the Closing through the fifth anniversary of the Closing (the "FIFTH ANNIVERSARY"), and for as long after the Fifth Anniversary as the outstanding shares of Common Stock (including Restricted Shares and Vested Sharesoutstanding Common Stock that has been issued pursuant to the Warrant) beneficially owned by VHA together with all "affiliates" (which for purposes of this Agreement (other than Section 4.123.12) shall have the meaning given such term in Rule 144(a)(1) promulgated under the 0000 Xxx1933 Act) of VHA exceeds 35% of the then outstanding Common Stock of Sxxxx xx Parent (the entire such period, the "RESTRICTED PERIOD"), to the extent that the outstanding shares of Common Stock (including outstanding Shares, Restricted Shares and Vested SharesCommon Stock that has been issued pursuant to the Warrant) beneficially owned by VHA together with all affiliates of VHA exceeds 19.9% of the then outstanding Common Stock of Parent (the shares (including outstanding Shares, Restricted Shares and Vested Shares) in excess of such 19.9% threshold, "EXCESS SharesSHARES"), VHA shall, and shall cause its affiliates to, vote all Excess Shares it holds or is entitled to vote in proportion to the votes cast by all other stockholders of Parent in connection with each matter submitted to Parent's stockholders for approval, approval except that in the cases of for (i) a proposed Change of Control, (ii) the election of VHA's designated nominees to the Board of Directors of Parent, or (iii) an amendment of the Certificate of Incorporation of Parent that would materially and adversely affect VHA as a Parent stockholder in a manner different from the effect such amendment would have on other Parent stockholders generally, VHA may vote without restriction a number of shares of Common Stock (including Shares, Restricted Shares and Vested Shares) it beneficially owns equal to the product of (A) a fraction, the numerator of which is equal to (w) the number of shares of Common Stock (including Shares, Restricted Shares and Vested Shares) VHA beneficially owns on the record date used to determine stockholders eligible to vote on such matter minus (x) the number of Restricted Shares that are not Vested Shares on such date, and the denominator of which is (y) the total number of shares of Common Stock outstanding on such date minus (z) the number of Restricted Shares that are not Vested Shares on such date, multiplied by (B) the total number of shares of Common Stock outstanding on such date, and any shares of Common Stock beneficially owned by VHA in excess of such number shall be voted as Excess Shares. On all matters submitted to Parent stockholders for approval other than those identified in items (i), (ii) and (iii) of the preceding sentencefirst sentence of this section, VHA shall, and shall cause its affiliates to, vote all Excess Shares in proportion to the votes cast by all other stockholders of Parent in connection with each matter submitted to Parent stockholders' for approval, including, without limitation, on any matters regarding equity-based or other compensation plans of Parent, the issuance of capital stock of Parent, amendments to the Certificate of Incorporation of Parent other than as set forth in clause (iii) above, elections of directors other than VHA's designated nominees to the Board of Directors, or transactions involving interested or related parties. Notwithstanding any voting restrictions set forth herein, the Board of Directors of Parent may waive any voting restriction set forth herein with respect to any particular matter. For purposes of this Agreement, "CHANGE OF CONTROL" means the consummation of any transaction or series of related transactions, including an acquisition of Parent by another entity and any reorganization, merger, consolidation or share exchange, that results in the beneficial owners of Parent's capital stock immediately prior to the transaction or transactions holding less than 50% of the voting power of Parent immediately after the transaction or transactions, or a transaction or series of related transactions which result in the sale, exchange, transfer, acquisition or disposition of more than 50% of the assets of Parent.