Common use of Voting Proxy Clause in Contracts

Voting Proxy. Until immediately after the listing for trading on a stock exchange or market or trading system of the Company’s (or the Successor Corporation’s) shares, the Shares subject to an Award or to be issued pursuant to an Award or any other Securities, shall, unless otherwise determined by the Committee, be subject to an irrevocable proxy and power of attorney by the Grantee, the Representative or the Trustee (if so requested by the Company), as the case may be, to the Company, which shall designate such person or persons (with a right of substitution) from time to time as determined by the Committee (and in the absence of such determination, the CEO or Chairman of the Board, ex officio). Each of the Trustee and the Representative is deemed to be instructed by the Grantee to sign such proxy, as requested by the Company. The proxy shall entitle the holder thereof to receive notices, vote and take such other actions in respect of the Shares or other Securities. Any person holding or exercising such voting proxies shall do so solely in his capacity as the proxy holder and not individually. All Awards granted hereunder shall be conditioned upon the execution of such irrevocable proxy in substantially the form prescribed by the Committee from time to time. So long as any such Shares are subject to such irrevocable proxy and power of attorney or held by a the Representative or the Trustee (and unless a proxy was given by them as aforesaid), (i) in any shareholders meeting or written consent in lieu thereof, such Shares shall be voted by the proxy holder (or the Trustee or Representative, as applicable),unless directed otherwise by the Board, in the same proportion as the result of the vote at the shareholders’ meeting (or written consent in lieu thereof) in respect of which the Shares are being voted (whether an extraordinary or annual meeting, and whether of the share capital as one class or of any class thereof), and (ii) or in any act or consent of shareholders under the Company’s Articles of Association or otherwise, such Shares shall be cast by the proxy holder (or the Trustee or Representative, as applicable), unless directed otherwise by the Board, in the same proportion as the result of the shareholders’ act or consent. The provisions of this Section shall apply to the Grantee and to any purchaser, assignee or transferee of any Shares.

Voting Proxy. Until immediately after (a) Each of the listing for trading on Shareholder Parties agrees to vote or consent (or cause to be voted or consented), in person or by proxy, all shares of Company Common Stock beneficially owned or held of record by such Shareholder Party or to which such Shareholder Party has, directly or indirectly, the right to vote or direct the voting (the “Subject Shares”) in favor of the Merger Agreement, the Merger and the other Transactions and any other matter required to effect the Transactions (including one or more adjournments if necessary to solicit additional proxies if there are insufficient votes at the time of any meeting held to approve the Merger Agreement) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company called to consider such matters; and in the event the approval of such matters is sought through an action by written consent of the stockholders in lieu of a stock exchange meeting, to timely execute and deliver such written consent in favor of such matters. (b) Each of the Shareholder Parties agrees to vote or market consent (or trading system cause to be voted or consented), in person or by proxy, all Subject Shares (i) against any Acquisition Proposal or any agreement or transaction with respect to any Acquisition Proposal and (ii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries (as defined in the Merger Agreement), which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Successor Corporation’s) sharesMerger, the Shares subject to an Award or to be issued pursuant to an Award Merger Agreement or any of the other SecuritiesTransactions or change in any manner the voting rights of Company Common Stock, shall, unless otherwise determined by in each case at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Committee, be subject Company called to an irrevocable proxy and power of attorney by the Grantee, the Representative or the Trustee (if so requested by the Company), as the case may be, to the Company, which shall designate consider such person or persons (with a right of substitution) from time to time as determined by the Committee (matters; and in the absence event the approval of such determinationmatters is sought through an action by written consent of the stockholders in lieu of a meeting, to not consent to such action; provided, however, for all purposes of this Agreement, after the termination of the Merger Agreement, the CEO or Chairman “Subject Shares” shall be limited to the aggregate number of shares of Company Common Stock equal to 35% of the Board, ex officio). Each total outstanding shares of Company Common Stock as of the Trustee date the Merger Agreement is terminated (which Subject Shares will be allocated among the Shareholder Parties in their discretion). (c) In order to effectuate the parties’ intent under Section 3.1(a) and the Representative is deemed Section 3.1(b), each Shareholder Party hereby grants to be instructed by the Grantee to sign such ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇, with full power of substitution and resubstitution, an irrevocable proxy, as requested by the Company. The which proxy shall entitle the holder thereof is coupled with an interest, to receive noticesexercise all voting, vote consent and take such other actions in respect similar rights of the Shareholder Party with respect to the Subject Shares (including, without limitation, the power to execute and deliver written consents) at every annual, special, adjourned or other Securities. Any person holding or exercising such voting proxies shall do so solely postponed meeting of stockholders of the Company and in his capacity as the proxy holder and not individually. All Awards granted hereunder shall be conditioned upon the execution every written consent in lieu of such irrevocable proxy in substantially the form prescribed by the Committee from time to time. So long as any such Shares are subject to such irrevocable proxy and power of attorney or held by a the Representative or the Trustee (and unless a proxy was given by them as aforesaid), meeting: (i) in any shareholders meeting or written consent in lieu thereof, such Shares shall be voted by the proxy holder (or the Trustee or Representative, as applicable),unless directed otherwise by the Board, in the same proportion as the result favor of the vote Merger Agreement, the Merger and the other Transactions and any other matter required to effect the Transactions (including in favor of one or more adjournments if necessary to solicit additional proxies if there are insufficient votes at the shareholders’ meeting (or written consent in lieu thereof) in respect of which the Shares are being voted (whether an extraordinary or annual meeting, and whether of the share capital as one class or time of any class thereofmeeting held to approve the Merger Agreement), and ; (ii) against any Acquisition Proposal or in any act agreement or consent transaction with respect to any Acquisition Proposal; and (iii) against any amendment of shareholders under the Company’s Articles certificate of Association incorporation or otherwisebylaws or other proposal or transaction involving the Company or any of its Subsidiaries, such Shares shall be cast by which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the proxy holder (Merger, the Merger Agreement or the Trustee or Representative, as applicable), unless directed otherwise by the Board, in the same proportion as the result any of the shareholders’ act other Transactions or consent. The provisions change in any manner the voting rights of this Section shall apply to the Grantee and to any purchaser, assignee or transferee of any SharesCompany Common Stock.

Voting Proxy. Until immediately after During the listing for trading on term of this Agreement: (a) at any meeting (a stock exchange or market or trading system “Meeting”) of the Company’s (shareholders convened, and at any adjournment or postponement thereof, to consider and vote upon the Successor Corporation’s) sharesapproval of the Arrangement Agreement and the Arrangement, the Shareholder agrees to vote all Company Shares subject that the Shareholder beneficially owns or hereinafter acquires beneficial ownership of (the “Securities”) which the Shareholder is entitled to an Award or to be issued pursuant to an Award or any other Securities, shall, unless otherwise determined by the Committee, be subject to an irrevocable proxy and power of attorney by the Grantee, the Representative or the Trustee (if so requested by the Company), as the case may be, to the Company, which shall designate such person or persons (with a right of substitution) from time to time as determined by the Committee (and in the absence of such determination, the CEO or Chairman of the Board, ex officio). Each of the Trustee and the Representative is deemed to be instructed by the Grantee to sign such proxy, as requested by the Company. The proxy shall entitle the holder thereof to receive notices, vote and take such other actions in respect of the Shares or other Securities. Any person holding or exercising such voting proxies shall do so solely in his capacity as the proxy holder and not individually. All Awards granted hereunder shall be conditioned upon the execution of such irrevocable proxy in substantially the form prescribed by the Committee from time to time. So long as any such Shares are subject to such irrevocable proxy and power of attorney or held by a the Representative or the Trustee (and unless a proxy was given by them as aforesaid), (i) in favor of the approval and adoption of the Arrangement Agreement and the Arrangement; (ii) against approval of any shareholders meeting proposal made in opposition to or written consent in lieu thereofcompetition with the consummation of the Arrangement and the Arrangement Agreement; and (iii) against any other proposal or action that would, such Shares shall or would reasonably be voted by expected to, prohibit or discourage the proxy holder Arrangement; (b) upon the request or direction of TAG, the Shareholder shall, no later than five Business Days prior to any Meeting, execute and deliver (or the Trustee cause to be executed and delivered) a proxy or Representativea voting instruction form, as applicable),unless directed otherwise by the Boardapplicable, in the same proportion as the result connection with such Meeting that: (i) appoints such person designated by TAG to attend and act on behalf of the vote Shareholder at the shareholders’ meeting (or written consent in lieu thereof) in respect of which the Shares are being voted (whether an extraordinary or annual meeting, and whether of the share capital as one class or of any class thereof), such Meeting; and (ii) or instructs such Securities be voted at such Meeting in any act or accordance with Section 1(a)(i); (c) the Shareholder shall not, without prior written consent of shareholders under TAG, revoke any proxies or voting instruction forms executed and delivered pursuant to this Agreement; (d) the Shareholder shall not, without the prior written consent of TAG, requisition or join in the requisition of any meeting of the Company’s Articles shareholders for the purpose of Association or otherwise, such Shares shall be cast by the proxy holder (or the Trustee or Representative, as applicable), unless directed otherwise by the Board, in the same proportion as the result considering any resolution with respect to any of the shareholders’ act matters referred to in Section 1(a)(i); and (e) the Shareholder shall not do anything to frustrate or consent. The provisions hinder the consummation of this Section shall apply to the Grantee and to any purchaser, assignee or transferee of any SharesArrangement.

Voting Proxy. Until immediately after During the listing for trading on term of this Agreement: (a) at any meeting (a stock exchange or market or trading system “Meeting”) of the Company’s (shareholders convened, and at any adjournment or postponement thereof, to consider and vote upon the Successor Corporation’s) sharesapproval of the Arrangement Agreement and the Arrangement, the Shareholder agrees to vote all Company Shares subject that the Shareholder beneficially owns or hereinafter acquires beneficial ownership of (the “Securities”) which the Shareholder is entitled to an Award or to be issued pursuant to an Award or any other Securities, shall, unless otherwise determined by the Committee, be subject to an irrevocable proxy and power of attorney by the Grantee, the Representative or the Trustee (if so requested by the Company), as the case may be, to the Company, which shall designate such person or persons (with a right of substitution) from time to time as determined by the Committee (and in the absence of such determination, the CEO or Chairman of the Board, ex officio). Each of the Trustee and the Representative is deemed to be instructed by the Grantee to sign such proxy, as requested by the Company. The proxy shall entitle the holder thereof to receive notices, vote and take such other actions in respect of the Shares or other Securities. Any person holding or exercising such voting proxies shall do so solely in his capacity as the proxy holder and not individually. All Awards granted hereunder shall be conditioned upon the execution of such irrevocable proxy in substantially the form prescribed by the Committee from time to time. So long as any such Shares are subject to such irrevocable proxy and power of attorney or held by a the Representative or the Trustee (and unless a proxy was given by them as aforesaid), (i) in favor of the approval and adoption of the Arrangement Agreement and the Arrangement; (ii) against approval of any shareholders meeting proposal made in opposition to or written consent in lieu thereofcompetition with the consummation of the Arrangement and the Arrangement Agreement; and (iii) against any other proposal or action that would, such Shares shall or would reasonably be voted by expected to, prohibit or discourage the proxy holder Arrangement; (b) upon the request or direction of TAG, the Shareholder shall, no later than five Business Days prior to any Meeting, execute and deliver (or the Trustee cause to be executed and delivered) a proxy or Representativea voting instruction form, as applicable),unless directed otherwise by the Boardapplicable, in the same proportion as the result connection with such Meeting that: (i) appoints such person designated by TAG to attend and act on behalf of the vote Shareholder at the shareholders’ meeting (or written consent in lieu thereof) in respect of which the Shares are being voted (whether an extraordinary or annual meeting, and whether of the share capital as one class or of any class thereof), such Meeting; and (ii) or instructs such Securities be voted at such Meeting in any act or accordance with Section 1(a)(i); (c) the Shareholder shall not, without prior written consent of shareholders under TAG, revoke any proxies or voting instruction forms executed and delivered pursuant to this Agreement; (d) the Shareholder shall not, without the prior written consent of TAG, requisition or join in the requisition of any meeting of the Company’s Articles shareholders for the purpose of Association or otherwise, such Shares shall be cast by the proxy holder (or the Trustee or Representative, as applicable), unless directed otherwise by the Board, in the same proportion as the result considering any resolution with respect to any of the shareholders’ act matters referred to in Section 1(a)(i); and (e) the Shareholder shall not do anything to frustrate or consent. The provisions hinder the consummation of this Section shall apply to the Grantee and to any purchaser, assignee or transferee of any SharesArrangement.

Voting Proxy. Until immediately after (a) Each of the listing for trading on Co-Investors agrees to vote or consent (or cause to be voted or consented), in person or by proxy, all shares of Company Common Stock beneficially owned or held of record by such Co-Investor or to which such Co-Investor has, directly or indirectly, the right to vote or direct the voting (the “Subject Shares”) in favor of the Merger Agreement, the Merger and the other Transactions and any other matter required to effect the Transactions (including one or more adjournments if necessary to solicit additional proxies if there are insufficient votes at the time of any meeting held to approve the Merger Agreement) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company called to consider such matters; and in the event the approval of such matters is sought through an action by written consent of the stockholders in lieu of a stock exchange meeting, to timely execute and deliver such written consent in favor of such matters. (b) Each of the Co-Investors agrees to vote or market consent (or trading system cause to be voted or consented), in person or by proxy, all Subject Shares (i) against any Acquisition Proposal or any agreement or transaction with respect to any Acquisition Proposal and (ii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries (as defined in the Merger Agreement), which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Successor Corporation’s) sharesMerger, the Shares subject to an Award or to be issued pursuant to an Award Merger Agreement or any of the other SecuritiesTransactions or change in any manner the voting rights of Company Common Stock, shall, unless otherwise determined by in each case at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Committee, be subject Company called to an irrevocable proxy and power of attorney by the Grantee, the Representative or the Trustee (if so requested by the Company), as the case may be, to the Company, which shall designate consider such person or persons (with a right of substitution) from time to time as determined by the Committee (matters; and in the absence event the approval of such determinationmatters is sought through an action by written consent of the stockholders in lieu of a meeting, to not consent to such action. (c) In order to effectuate the parties’ intent under Section 3.1(a) and Section 3.1(b), each Co-Investor hereby grants to ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇, with full power of substitution and resubstitution, an irrevocable proxy, which proxy is coupled with an interest, to exercise all voting, consent and similar rights of the Co-Investor with respect to the Subject Shares (including, without limitation, the CEO power to execute and deliver written consents) at every annual, special, adjourned or Chairman postponed meeting of stockholders of the Board, ex officio). Each of the Trustee Company and the Representative is deemed to be instructed by the Grantee to sign such proxy, as requested by the Company. The proxy shall entitle the holder thereof to receive notices, vote and take such other actions in respect of the Shares or other Securities. Any person holding or exercising such voting proxies shall do so solely every written consent in his capacity as the proxy holder and not individually. All Awards granted hereunder shall be conditioned upon the execution lieu of such irrevocable proxy in substantially the form prescribed by the Committee from time to time. So long as any such Shares are subject to such irrevocable proxy and power of attorney or held by a the Representative or the Trustee (and unless a proxy was given by them as aforesaid), meeting: (i) in any shareholders meeting or written consent in lieu thereof, such Shares shall be voted by the proxy holder (or the Trustee or Representative, as applicable),unless directed otherwise by the Board, in the same proportion as the result favor of the vote Merger Agreement, the Merger and the other Transactions and any other matter required to effect the Transactions (including in favor of one or more adjournments if necessary to solicit additional proxies if there are insufficient votes at the shareholders’ meeting (or written consent in lieu thereof) in respect of which the Shares are being voted (whether an extraordinary or annual meeting, and whether of the share capital as one class or time of any class thereofmeeting held to approve the Merger Agreement), and ; (ii) against any Acquisition Proposal or in any act agreement or consent transaction with respect to any Acquisition Proposal; and (iii) against any amendment of shareholders under the Company’s Articles certificate of Association incorporation or otherwisebylaws or other proposal or transaction involving the Company or any of its Subsidiaries, such Shares shall be cast by which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the proxy holder (Merger, the Merger Agreement or the Trustee or Representative, as applicable), unless directed otherwise by the Board, in the same proportion as the result any of the shareholders’ act other Transactions or consent. The provisions change in any manner the voting rights of this Section shall apply to the Grantee and to any purchaser, assignee or transferee of any SharesCompany Common Stock.

Voting Proxy. Until immediately after the listing for trading on a stock exchange or market or trading system (a) Liberty agrees that, at any meeting of the Company’s stockholders of DIRECTV, however called, or at any adjournment or postponement thereof (a “DIRECTV Stockholders’ Meeting”), or in any other circumstances upon which a vote, consent or other approval (including, without limitation, by written consent) is sought or obtained by or from the Successor Corporation’sstockholders of DIRECTV, Liberty shall: (i) shares(x) when a DIRECTV Stockholders’ Meeting is held, appear at such DIRECTV Stockholders’ Meeting or otherwise cause the Liberty Shares subject to an Award or that represent Excess Voting Power to be issued pursuant counted as present thereat for the purpose of establishing a quorum, and (y) cause the Liberty Shares that represent Excess Voting Power to an Award or any other Securitiesbe voted in the same manner as, shall, unless otherwise determined by the Committee, be subject to an irrevocable proxy and power of attorney by the Grantee, the Representative or the Trustee (if so requested by the Company), as the case may be, to the Company, which shall designate such person or persons (with a right of substitution) from time to time as determined by the Committee (and in the absence of such determinationsame proportion to, the CEO votes or Chairman actions of all DIRECTV stockholders, other than the votes or actions of the BoardPurchaser Group, ex officioat any such DIRECTV Stockholders’ Meeting or under any such other circumstances upon which a vote, consent or other approval (including, without limitation, by written consent) is sought or obtained by or from the stockholders of DIRECTV; and (ii) notwithstanding Section 3(a)(i). Each , (x) if DIRECTV proposes to amend Section 6 of Article V of the Trustee DIRECTV Certificate as set forth in Exhibit A (the “Amendment”), and proposes to have the Representative is deemed Amendment approved at a DIRECTV Stockholders’ Meeting, Liberty shall appear at such DIRECTV Stockholders’ Meeting or otherwise cause the Liberty Shares to be instructed by counted as present thereat for the Grantee purpose of establishing a quorum, and (y) cause the Liberty Shares to sign be voted in favor of the Amendment, at any such proxy, as requested by the Company. The proxy shall entitle the holder thereof to receive notices, vote and take DIRECTV Stockholders’ Meeting or under any such other actions circumstances upon which such vote, consent or other approval (including, without limitation, by written consent) in respect of the Shares Amendment is sought or other Securities. Any person holding obtained by or exercising such voting proxies shall do so solely in his capacity as from the proxy holder and not individually. All Awards granted hereunder shall be conditioned upon the execution stockholders of such irrevocable proxy in substantially the form prescribed DIRECTV. (b) With respect to any stockholder action by the Committee from time to time. So long as any such Shares are subject to such irrevocable proxy and power of attorney or held by a the Representative or the Trustee (and unless a proxy was given by them as aforesaid), (i) in any shareholders meeting or written consent in lieu thereofrespect of any matter, such Liberty and DIRECTV agree that Liberty shall not vote Liberty Shares shall be voted by that represent Excess Voting Power unless the proxy holder (or the Trustee or Representative, as applicable),unless directed otherwise by the Board, in Independent Directors have consented to the same proportion as the result of the vote at the shareholders’ meeting (or written consent in lieu thereof) in respect of which the Shares are being voted (whether an extraordinary or annual meeting, and whether of the share capital as one class or of any class thereof), and (ii) or in any act or consent of shareholders under the Company’s Articles of Association or otherwise, such Shares shall be cast by the proxy holder (or the Trustee or Representative, as applicable), unless directed otherwise by the Board, in the same proportion as the result of the shareholders’ act or consentadvance. The provisions of Section 3(a)(i) shall not apply to any Liberty Shares which do not represent Excess Voting Power. (c) As a means of ensuring Liberty’s obligations under Section 3(a), Liberty hereby irrevocably constitutes and appoints any officer(s) of DIRECTV designated as proxy or proxies by the Independent Directors (“Designated Proxy”) as its attorney and proxy in accordance with the General Corporation Law of the State of Delaware (the “General Corporation Law”), with full power of substitution and re-substitution, to cause: (i) Liberty Shares representing Excess Voting Power to be voted at any DIRECTV Stockholders’ Meeting, to execute consents in respect of its Liberty Shares representing Excess Voting Power as, and to the extent, provided in Sections 3(a)(i) and (b) and to take all action contemplated in Sections 3(a)(i) and (b) on behalf of Liberty (the “Excess Voting Power Proxy”); and (ii) Liberty Shares to be voted at any DIRECTV Stockholders’ Meeting, to execute consents in respect of the Liberty Shares as, and to the extent, provided in Section 3(a)(ii) and to take all action contemplated in Section 3(a)(ii) on behalf of Liberty (the “Amendment Proxy”). Liberty hereby revokes all other proxies and powers of attorney with respect to its Liberty Shares that may have heretofore been appointed or granted which are inconsistent with the provisions hereof, and represents that any proxies heretofore given in respect of its Liberty Shares, if any, are revocable. (d) Liberty hereby affirms that the irrevocable proxy is coupled with an interest and is intended to be irrevocable in accordance with the provisions of Section 212 of the General Corporation Law. If for any reason the proxy granted herein is not irrevocable or is for any reason unenforceable, then ▇▇▇▇▇▇▇ irrevocably agrees to vote or to direct the voting or the execution of written consents in respect of its Liberty Shares in accordance with Section 3(a). (e) The irrevocable Excess Voting Power Proxy shall automatically terminate on the date on which this Agreement terminates in accordance with Section 8. The irrevocable Amendment Proxy shall automatically terminate upon the first to occur of the following: (A) the date on which this Agreement terminates in accordance with Section 8, and (B) the date on which the Amendment is approved by the requisite vote of stockholders at a DIRECTV Stockholders’ Meeting or by written consent of DIRECTV stockholders. Prior to such dates, the Excess Voting Power Proxy and the Amendment Proxy shall not be terminated by any act of Liberty or by operation of law, or by the occurrence of any other event or events, it being understood that actions taken by the Designated Proxy hereunder prior to the termination of this Agreement shall be and remain valid as if such event or events had not occurred, regardless of whether or not DIRECTV has received notice of the same. For avoidance of doubt, termination of the irrevocable Amendment Proxy shall not affect in any manner, revoke or terminate the irrevocable Excess Voting Power Proxy. (f) The inspector of elections at any DIRECTV Stockholders’ Meeting shall have the sole authority to make any determinations with regard to the voting of Liberty Shares, including, without limitation, Liberty Shares that represent Excess Voting Power and any other determinations required under this Section 3 and any determination by such inspector of elections shall apply to the Grantee be conclusive and to any purchaserbinding, assignee or transferee of any Sharesabsent manifest error.