Common use of Voting on Certain Matters Clause in Contracts

Voting on Certain Matters. Subject to Sections 2(a)(ii) and 2(d), in the event that any of the matters specified in clauses (i) through (iv) below is presented to the stockholders of Splitco for approval or the stockholders of Splitco propose to act by written consent on any such matter, Xxxxxx (on behalf of the Xxxxxx Group) and Xxxxxx will seek to agree upon how the Covered Shares will be voted on such matter. If Xxxxxx and Xxxxxx reach an agreement as to how the Covered Shares are to be voted on such matter, Xxxxxx will vote the Covered Shares entitled to vote thereon as so agreed. In the event Xxxxxx and Xxxxxx do not agree on how the Covered Shares are to be voted on such matter, Xxxxxx will be required to vote and will vote all Covered Shares entitled to vote thereon against such proposal. The foregoing provisions will be applicable to the following matters:

Voting on Certain Matters. Subject to Sections 2(a)(ii) and 2(d), in the event that any of the matters specified in clauses (i) through (iv) below is presented to the stockholders of Splitco Spinco for approval or the stockholders of Splitco Spinco propose to act by written consent on any such matter, Xxxxxx (on behalf of the Xxxxxx Group) and Xxxxxx will seek to agree upon how the Covered Shares will be voted on such matter. If Xxxxxx and Xxxxxx reach an agreement as to how the Covered Shares are to be voted on such matter, Xxxxxx will vote the Covered Shares entitled to vote thereon as so agreed. In the event Xxxxxx and Xxxxxx do not agree on how the Covered Shares are to be voted on such matter, Xxxxxx will be required to vote and will vote all Covered Shares entitled to vote thereon against such proposal. The foregoing provisions will be applicable to the following matters: