Common use of Rights of Voting Representatives Clause in Contracts

Rights of Voting Representatives. Each Stockholder, by execution of this Agreement, subject to that certain Investor Rights Agreement, dated as of [·], 20[·], by and among by and among New Holdco, AB, MB, MJB Investments, LP, the Trusts, the Supplemental Needs Trust FBO ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “Investor Rights Agreement”), irrevocably agrees that such Stockholder will vote all of such Stockholder’s Stock at any and all regular and special meetings of stockholders of New Holdco whenever and wherever held during the term of this Agreement, or at any adjournment thereof, and consent to any action by the stockholders of New Holdco without a meeting as permitted under appropriate state law, as may be directed by the Voting Representative. Each Stockholder agrees that the foregoing grant of authority to the Voting Representative shall include without limitation the right to direct such Stockholder how to vote or consent, or to exercise any designation rights, that may only be applicable to or vested in the holders of the New Holdco Preferred Stock. Except as set forth in the Investor Rights Agreement, each Stockholder hereby terminates, revokes and rescinds any and all proxies, rights, agreements or arrangements, written or verbal, previously entered into or given with respect to any shares of Stock, including without limitation under and pursuant to the Prior Voting Agreement (as hereinafter defined). The Voting Representative shall have the right to direct the voting of the Stock with respect to any corporate or stockholder action of any kind. By execution of this Agreement, each Stockholder expressly agrees, as may be directed by the Voting Representative, to participate in the call of special meetings of stockholders of New Holdco for any purpose or purposes which the Voting Representative shall in its sole discretion deem necessary and appropriate. In directing the voting of the Stock at a meeting (or consenting to corporate or stockholder action in lieu of a meeting), subject to the Investor Rights Agreement, the Voting Representative shall exercise its sole judgment in selecting the directors for New Holdco for which such Stock shall be voted (or consented to with respect to corporate or other stockholder action in lieu of a meeting), and shall otherwise be entitled to direct the voting of such Stock (or the consenting to corporate or other action in lieu of a meeting) with respect to the management of New Holdco’s affairs as the Voting Representative may deem necessary or appropriate in its sole discretion. The Stock shall be voted, the consent to corporate or stockholder action shall be taken, and all other actions required of the Voting Representative by the terms of this Agreement shall be undertaken, subject to the Investor Rights Agreement, in the manner determined and directed by the Voting Representative in its sole discretion, who shall have the authority to exercise all the rights and powers granted hereunder, which exercise may be in person, by telephone, or by written direction, including by means of electronic communications. If the agreement set forth in this Paragraph 3.1 is determined to be invalid for any reason, each Stockholder agrees to promptly execute, on an individual basis, a new agreement naming the Voting Representative and granting it the powers contemplated by this Paragraph 3.1 and containing substantially similar material terms in order to effect the purpose of this Agreement.

Rights of Voting Representatives. Each Stockholder, by execution of this Agreement, subject to that certain Investor Rights Agreement, dated as of [·], 20[·], ] by and among by and among New Holdco, AB, MB, MJB Investments, LPthe Trust, the TrustsAlayna ▇▇ ▇▇▇▇▇▇▇ Max 2019 Gift Trust, the Supplemental Needs Trust FBO ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, III 2019 Gift Trust, the ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 2019 Gift Trust, the ▇▇▇▇ ▇▇▇▇▇▇▇▇ 2019 Gift Trust, the ▇▇▇▇▇▇ ▇▇▇▇▇▇ 2019 Gift Trust, the ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ 2019 Gift Trust, and the ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Flood 2019 Gift Trust, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “Investor Rights Agreement”), irrevocably agrees that such Stockholder will vote all of such Stockholder’s Stock at any and all regular and special meetings of stockholders of New Holdco whenever and wherever held during the term of this Agreement, or at any adjournment thereof, and consent to any action by the stockholders of New Holdco without a meeting as permitted under appropriate state law, as may be directed by the Voting Representative. Each Stockholder agrees that the foregoing grant of authority to the Voting Representative shall include without limitation the right to direct such Stockholder how to vote or consent, or to exercise any designation rights, that may only be applicable to or vested in the holders of the New Holdco Preferred Stock. Except as set forth in the Investor Rights Agreement, each Stockholder hereby terminates, revokes and rescinds any and all proxies, rights, agreements or arrangements, written or verbal, previously entered into or given with respect to any shares of Stock, including without limitation under and pursuant to the Prior Voting Agreement (as hereinafter defined). The Voting Representative shall have the right to direct the voting of the Stock with respect to any corporate or stockholder action of any kind. By execution of this Agreement, each Stockholder expressly agrees, as may be directed by the Voting Representative, to participate in the call of special meetings of stockholders of New Holdco for any purpose or purposes which the Voting Representative shall in its sole discretion deem necessary and appropriate. In directing the voting of the Stock at a meeting (or consenting to corporate or stockholder action in lieu of a meeting), subject to the Investor Rights Agreement, the Voting Representative shall exercise its sole judgment in selecting the directors for New Holdco for which such Stock shall be voted (or consented to with respect to corporate or other stockholder action in lieu of a meeting), and shall otherwise be entitled to direct the voting of such Stock (or the consenting to corporate or other action in lieu of a meeting) with respect to the management of New Holdco’s affairs as the Voting Representative may deem necessary or appropriate in its sole discretion. The Stock shall be voted, the consent to corporate or stockholder action shall be taken, and all other actions required of the Voting Representative by the terms of this Agreement shall be undertaken, subject to the Investor Rights Agreement, in the manner determined and directed by the Voting Representative in its sole discretion, who shall have the authority to exercise all the rights and powers granted hereunder, which exercise may be in person, by telephone, or by written direction, including by means of electronic communications. If the agreement set forth in this Paragraph 3.1 is determined to be invalid for any reason, each Stockholder agrees to promptly execute, on an individual basis, a new agreement naming the Voting Representative and granting it the powers contemplated by this Paragraph 3.1 and containing substantially similar material terms in order to effect the purpose of this Agreement.