Common use of Exchanging Owners Clause in Contracts

Exchanging Owners. Each Exchanging Owner agrees that it will execute and deliver signature pages to the Amended and Restated Operating Agreement within two Business Days following notice of the First Closing Date. Each Exchanging Owner agrees that it will, in response to a solicitation by ATC Manager’s Board of Directors, vote its ATC Manager Common Shares in favor of the Second Amended and Restated Articles of Incorporation and Amended and Restated Bylaws; provided, however, that the Dominant Shareholder (as defined in the Second Amended and Restated Articles of Incorporation) will vote any shares in excess of 34.07% of the outstanding shares of ATC Common Stock in proportion to the way in which shareholders that are not affiliated with it vote their shares of Common Stock). Further, each Owner that will be a party to the Amended and Restated Shareholders Agreement agrees that it will deliver to ATC Manager the certificates evidencing its shares in ATC Manager, duly endorsed for transfer, in exchange for new certificates evidencing its ATC Manager Common Shares.