Common use of Voting Trust Clause in Contracts

Voting Trust. Immediately following the Closing, the Stockholder and the Parent shall cause AP to deposit the Shares, and the Stockholder and the Parent shall deposit any other shares of Voting Securities Beneficially Owned by either of them or any of their Affiliates, into a voting trust (the "Voting Trust") to be established pursuant to a voting trust agreement (the "Voting Trust Agreement") with an independent voting trustee in a form reasonably satisfactory to Parent and the Company and which shall include the following provisions for the voting of the shares of Voting Securities deposited therein: until the Standstill Termination Date, all such shares shall (a) be voted or consented on all matters submitted to a vote of the Company's stockholders, other than the election of directors, either (i) in the case of votes at a stockholders meeting, in the same proportion as the votes cast by other holders of Voting Securities, or (ii) in the case of consents, so that the percentage of Stockholder Voting Power consented to on any matter equals the percentage of all other outstanding Voting Securities so consented; provided, that with respect to (x) any vote on a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company, any sale of all or substantially all of the Company's assets or any issuance of Voting Securities that would represent in excess of 20% of the Voting Power prior to such issuance, including any of the foregoing involving the Stockholder or the Parent, or (y) any amendment to the Company's amended and restated certificate of incorporation or by-laws that would materially and adversely affect the Stockholder (including through its effect on the Alliance Agreement and the rights of the Voting Securities Beneficially Owned by the Stockholder), such shares may be voted as directed by the Stockholder and (b) in the election of directors, for the election of the Independent Directors nominated by the Board of Directors of the Company determined by a Majority Vote; provided, that with respect to any election of directors in respect of which any Person other than the Company is soliciting proxies, the Stockholder and the Parent shall cause all such shares to be voted, at the option of the Stockholder, either (i) as recommended by the Board of Directors or (ii) in the same proportion as the votes cast by the other holders of Voting Securities. The Voting Trust Agreement shall also provide that the Voting Trust shall not issue voting trust certificates or any interest in the Voting Trust to a Person other than the Stockholder or any of its Affiliates.

Voting Trust. Immediately following the Closing, the Stockholder and the Parent shall cause AP to deposit the Shares, and the Stockholder and the Parent shall deposit any other shares of Voting Securities Beneficially Owned by either of them or any of their Affiliates, into a voting trust (the "Voting Trust") to be established pursuant to a voting trust agreement (the "Voting Trust Agreement") with an independent voting trustee in a form reasonably satisfactory to Parent and the Company and which shall include the following provisions for the voting of the shares of Voting Securities deposited therein: until the Standstill Termination Date, all such shares shall (a) be voted or consented on all matters submitted to a vote of the Company's stockholders, other than the election of directors, at the option of the Stockholder, either (i) as recommended by the Board of Directors or (ii) (A) in the case of votes at a stockholders meeting, in the same proportion as the votes cast by other holders of Voting Securities, or and (iiB) in the case of consents, so that the percentage of Stockholder Voting Power consented to on any matter equals the percentage of all other outstanding Voting Securities so consented; providedPROVIDED, that with respect to (x) any vote on a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company, any sale of all or substantially all of the Company's assets or any issuance of Voting Securities that would represent in excess of 20% of the Voting Power prior to such issuance, including any of the foregoing involving the Stockholder or the Parent, or (y) any amendment to the Company's amended and restated certificate of incorporation or by-laws that would materially and adversely affect the Stockholder (including through its effect on the Alliance Agreement and the rights of the Voting Securities Beneficially Owned by the Stockholder), such shares may be voted as directed by the Stockholder and (b) in the election of directors, for the election of the Independent Directors nominated by the Board of Directors of the Company determined by a Majority Vote; providedPROVIDED, that with respect to any election of directors in respect of which any Person other than the Company is soliciting proxies, the Stockholder and the Parent shall cause all such shares to be voted, at the option of the Stockholder, either (i) as recommended by the Board of Directors or (ii) in the same proportion as the votes cast by the other holders of Voting Securities. The Voting Trust Agreement shall also provide that the Voting Trust shall not issue voting trust certificates or any interest in the Voting Trust to a Person other than the Stockholder or any of its Affiliates.

Voting Trust. Immediately following the Closing, the Stockholder and the Parent shall cause AP to deposit the Shares, and the Stockholder and the Parent shall deposit any other shares of Voting Securities Beneficially Owned by either of them or any of their Affiliates, into a voting trust (the "Voting Trust") to be established pursuant to a voting trust agreement (the "Voting Trust Agreement") with an independent voting trustee in a form reasonably satisfactory to Parent and the Company and which shall include the following provisions for the voting of the shares of Voting Securities deposited therein: until the Standstill Termination Date, all such shares shall (a) be voted or consented on all matters submitted to a vote of the Company's stockholders, other than the election of directors, either (i) in the case of votes at a stockholders meeting, in the same proportion as the votes cast by other holders of Voting Securities, or (ii) in the case of consents, so that the percentage of Stockholder Voting Power consented to on any matter equals the percentage of all other outstanding Voting Securities so consented; provided, that with respect to (x) any vote on a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company, any sale of all or substantially all of the Company's assets or any issuance of Voting Securities that would represent in excess of 20% of the Total Voting Power prior to such issuance, including any of the foregoing involving the Stockholder or the Parent, or (y) any amendment to the Company's amended and restated certificate of incorporation or by-laws that would materially and adversely affect the Stockholder (including through its effect on the Alliance Agreement and the rights of the Voting Securities Beneficially Owned by the Stockholder), such shares may be voted as directed by the Stockholder and (b) in the election of directors, for the election of the Independent Directors nominated by the Board of Directors of the Company determined by a Majority Vote; provided, that with respect to any election of directors in respect of which any Person other than the Company is soliciting proxies, the Stockholder and the Parent shall cause all such shares to be voted, at the option of the Stockholder, either (i) as recommended by the Board of Directors or (ii) in the same proportion as the votes cast by the other holders of Voting Securities. The Voting Trust Agreement shall also provide that the Voting Trust shall not issue voting trust certificates or any interest in the Voting Trust to a Person other than the Stockholder or any of its Affiliates.

Voting Trust. Immediately following If MIL and its Affiliates shall at any time have beneficial ownership of less than 50% but more than 25% of the ClosingCommon Stock, the Stockholder Founders and the Parent shall cause AP Founder Director shall, subject to deposit the Shares, and the Stockholder and the Parent shall deposit any other shares of Voting Securities Beneficially Owned by either of them or any of their Affiliates, into a voting trust (the "Voting Trust") fiduciary duties to be established pursuant to a voting trust agreement (the "Voting Trust Agreement") with an independent voting trustee in a form reasonably satisfactory to Parent and the Company and which shall include all Shareholders, execute any legal document required by appropriate law, and thereafter cast all votes in favor of or against matters to be approved by the following provisions for the voting shareholders of the shares of Voting Securities deposited therein: until Company or the Standstill Termination DateBoard, all such shares as the case may be, in the same manner as MIL and its Affiliates and the directors nominated thereby, respectively; provided that this Section 2.3 shall (a) be voted or consented on all matters submitted to a vote not diminish any rights which the Founders otherwise have under Article Seven of the Company's stockholders, other than Articles of Incorporation. 3. REPURCHASE AT OPTION OF COMPANY OF COMMON STOCK OWNED BY FOUNDERS (a) If the election of directors, either (i) in Founder Director fails to approve any action proposed to the case of votes at a stockholders meeting, in the same proportion as the votes cast by other holders of Voting Securities, or (ii) in the case of consents, so that the percentage of Stockholder Voting Power consented Board pursuant to on any matter equals the percentage of all other outstanding Voting Securities so consented; provided, that with respect to (x) any vote on a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company, any sale of all or substantially all Article Seven of the Company's assets Articles of Incorporation, or if the holders of Class B Common Stock fail to approve any such action proposed to the shareholders of the Company, the Company shall have the right, by written notice to the Founders given within 30 days of the vote of the Board, and upon approval of a simple majority of the directors of the Company (excluding the Founder Director), to repurchase all, but not less than all, of the Common Stock then owned by the Founders. Such repurchase shall close within 30 days of the final determination of Fair Market Value, subject only to completion of the appraisal process and receipt of required governmental or regulatory approvals. The repurchase price (the "Repurchase Price") shall equal the Appraised Fair Market Value (as defined below) of the Company as of the exercise date multiplied by a fraction, the numerator of which is the number of shares of Common Stock then owned by the Founders and the denominator of which is the total number of Shares (calculated on a fully diluted basis at the stated exercise price of all options). The Repurchase Price shall, at the Company's election, be payable in cash, common stock of Nextel Communications, Inc. ("Nextel Common Stock") or any issuance combination thereof. Any Nextel Common Stock used as part of Voting the Repurchase Price shall be either registered with the U.S. Securities and Exchange Commission (the "SEC") or registrable at the election of the Founders, exercisable by Telcom on behalf of the Founders, within 30 days after closing of the repurchase right. The Nextel Common Stock shall be valued at the average of the closing price of the Nextel Common Stock on the principal trading F-4 5 market on which such shares are traded over the 20 trading days prior to closing of the repurchase transaction. If paid in cash, the Repurchase Price shall be payable in four equal quarterly installments, beginning on the date of closing of the repurchase right and on each three-month anniversary thereof, with interest accruing on the unpaid principal at an annual rate equal to the annual rate of interest publicly announced by The Chase Manhattan Bank, N.A., or any successor thereto, in New York City as its prime rate from time to time (the "Prime Rate") plus 1%. (b) For purposes of this Agreement, "Fair Market Value" means the price that an unrelated third party would represent pay if it were to acquire all outstanding Shares (including all outstanding vested options at the stated exercise price thereof) in excess an arm's-length transaction, assuming that the Shares were being sold in a manner designed to attract all possible participants and without taking into consideration a control premium or minority discount. The "Appraised Fair Market Value" shall be determined in accordance with the following procedures: MIL shall select an investment banking firm of recognized national standing (the "First Appraiser"), which shall appraise the Fair Market Value and deliver its appraisal to the Company, Telcom and MIL, within 60 days of its engagement. If Telcom shall disagree with the Fair Market Value determined by such appraiser, then Telcom shall have the right to appoint an additional investment banking firm of recognized national standing (the "Second Appraiser"). If Telcom does not engage a Second Appraiser within 30 days of the First Appraiser's delivery of its appraisal, the First Appraiser's appraisal shall be the Appraised Fair Market Value. If Telcom engages a Second Appraiser, the Second Appraiser will appraise the Fair Market Value, and deliver its appraisal to the Company, Telcom and MIL, within 60 days of its engagement. If such difference between the two appraisals is less than 20% of the Voting Power prior to such issuancelower appraised value, including any then the Appraised Fair Market Value shall be the average of the foregoing involving two appraisals. If the Stockholder difference is greater than or equal to 20% of the Parentlower appraised value, or the two appraisers shall engage a third independent investment banking firm of recognized national standing (y) any amendment to the "Third Appraiser"), which shall appraise the Fair Market Value within 60 days of its engagement. The Appraised Fair Market Value shall be the average of the two appraised values which are closest in absolute U.S. dollars. All appraisals of Fair Market Value shall be as of the date of notice of exercise of the right. The expenses of the First Appraiser shall be borne by the Company's amended and restated certificate ; the expenses of incorporation or by-laws that would materially and adversely affect the Stockholder (including through its effect on Second Appraiser, if any, shall be borne by the Alliance Agreement Founders; and the rights expenses of the Voting Securities Beneficially Owned Third Appraiser, if any, shall be borne equally by the Stockholder), such shares may be voted as directed by the Stockholder and (b) in the election of directors, for the election of the Independent Directors nominated by the Board of Directors of the Company determined by a Majority Vote; provided, that with respect to any election of directors in respect of which any Person other than the Company is soliciting proxies, the Stockholder and the Parent shall cause all such shares to be voted, at the option of the Stockholder, either (i) as recommended by the Board of Directors or (ii) in the same proportion as the votes cast by the other holders of Voting SecuritiesFounders. The Voting Trust Agreement shall also provide that the Voting Trust shall not issue voting trust certificates or any interest in the Voting Trust to a Person other than the Stockholder or any of its Affiliates4.

Voting Trust. Immediately following the Closing, the Stockholder and the Parent shall cause AP to deposit the Shares, and the Stockholder and the Parent shall deposit any other shares of Voting Securities Beneficially Owned by either of them or any of their Affiliates, into a voting trust (the "Voting Trust") to be established pursuant to a voting trust agreement (the "Voting Trust Agreement") with an independent voting trustee in a form reasonably satisfactory to Parent and the Company and which shall include the following provisions for the voting of the shares of Voting Securities deposited therein: until the Standstill Termination Date, all such shares shall (a) be voted or consented on all matters submitted to a vote of the Company's stockholders, other than the election of directors, at the option of the Stockholder, either (i) as recommended by the Board of Directors or (ii) (A) in the case of votes at a stockholders meeting, in the same proportion as the votes cast by other holders of Voting Securities, or and (iiB) in the case of consents, so that the percentage of Stockholder Voting Power consented to on any matter equals the percentage of all other outstanding Voting Securities so consented; provided, that with respect to (x) any vote on a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company, any sale of all or substantially all of the Company's assets or any issuance of Voting Securities that would represent in excess of 20% of the Voting Power prior to such issuance, including any of the foregoing involving the Stockholder or the Parent, or (y) any amendment to the Company's amended and restated certificate of incorporation or by-laws that would materially and adversely affect the Stockholder (including through its effect on the Alliance Agreement and the rights of the Voting Securities Beneficially Owned by the Stockholder), such shares may be voted as directed by the Stockholder and (b) in the election of directors, for the election of the Independent Directors nominated by the Board of Directors of the Company determined by a Majority Vote; provided, that with respect to any election of directors in respect of which any Person other than the Company is soliciting proxies, the Stockholder and the Parent shall cause all such shares to be voted, at the option of the Stockholder, either (i) as recommended by the Board of Directors or (ii) in the same proportion as the votes cast by the other holders of Voting Securities. The Voting Trust Agreement shall also provide that the Voting Trust shall not issue voting trust certificates or any interest in the Voting Trust to a Person other than the Stockholder or any of its Affiliates.