Common use of Lockout Vote Clause in Contracts

Lockout Vote. The Parties acknowledge and agree that, solely for the purpose of the exercise of political rights under this agreement, the Original Shareholders, as well as their successors, assignees and third parties, represent a single Party. This way, the vote to be delivered by the Original Shareholders will always be uniform, in block and formalized in name, and for the account and order, of all the Original Shareholders. 3.3.1. The Original Shareholders will meet prior to each Shareholders Meeting and/or the meeting of the Board of Directors of the Company ("Prior Meeting") to define, in block and uniformly, this vote related to the respective matters to be deliberated. 3.3.2. A copy of minutes of the Previous Meeting, comprising the summary of deliberations and fixing the prevailing orientation, will be sent to the President of the Shareholders Meeting and/or the meeting of the Company Board of Directors that the Prior Meeting refers within forty eight (48) hours of the time of the Shareholders Meeting or the meeting of the Board of Directors to which it refers. 3.3.3. While the Prior Meeting has not occurred, the Shareholders have already undertaken not to approve such matter in the Shareholders Meeting and/or make their representatives on the Company Board of Directors to not approve of such matter in the Board of Director meeting, exercising their voting rights in order to suspend the deliberation until it is decided in the Previous Meeting by the Original Shareholders. 3.3.4. In the event that any Original Shareholder and/or its representative on the Board of Directors does not attend, abstains or votes at the Shareholders meeting or meeting of the Board of Directors in a manner contrary to the final orientation of the Prior Meeting, the remaining Original Shareholders or representatives of the other Original Shareholders on the Company's Board of Directors may vote with the vote of this Original Shareholder or his representative in accordance with the decision taken in the Prior Meeting, whichever is provided for in this Clause 3.3.4 as an instrument of non- reversible and irrevocable mandate for all purposes and effects under this Agreement. 3.3.5. Notwithstanding the provided for in Clause 3.3.4 above, any vote contrary to the resolutions taken in the Previous Meeting will be considered null, invalid and ineffective, making it incumbent on the Chairman of the Shareholders Meeting or meeting of the Board of Directors of the Company to declare the nullity, invalidity and inefficiency of their vote.