Common use of Voting Arrangements Clause in Contracts

Voting Arrangements. Stockholder hereby agrees that Proxyholder shall have the right to vote all Shares, in Proxyholder’s sole discretion, on all matters submitted to a vote of stockholders of the Company at a meeting of stockholders or through the solicitation of a written consent of stockholders (whether of any individual class of stock or of multiple classes of stock voting together) except for the following (together, the “Excepted Matters”): (i) Any amendment, restatement, alteration, repeal or waiver (whether by merger, consolidation or otherwise) of any provisions of the Company’s Restated Certificate of Incorporation as amended from time to time (the “Restated Certificate”) or bylaws, if such action would adversely alter, affect or change any of the powers, preferences or special rights of the Series G Preferred Stock but not so affect each other series of the Company’s preferred stock; provided, however, that the authorization or creation of a new series of the Company’s preferred stock that is senior or pari passu to the Series G Preferred Stock shall not, in and of itself, be deemed to be a change, repeal, waiver or amendment of any of the powers, preferences or special rights of the Series G Preferred Stock; (ii) Any amendment, restatement, alteration, repeal or waiver (whether by merger, consolidation or otherwise) of any provision of the Series G Agreement or any Related Agreement (as defined in the Series G Agreement as in effect on the date hereof); provided that Stockholder acknowledges that each of the Series G Agreement or any Related Agreement may be amended, restated, altered, repealed or waived pursuant to the terms of such agreements without the required additional approval or consent of Stockholder, subject to the terms thereof; (iii) Any conversion of the Series G Preferred Stock into Common Stock pursuant to the second sentence of Article V, Section 5.2(a) of the Restated Certificate as in effect on the date hereof (for the avoidance of doubt, excluding conversion pursuant to a Qualified Initial Public Offering pursuant to the first sentence of Article V, Section 5.2(a) of the Restated Certificate ); and (iv) Any matters requiring the approval of holders of Series G Preferred Stock, voting as a separate series, pursuant to Article V, Section 6.2 of the Restated Certificate as in effect on the date hereof. With respect to the Excepted Matters, Stockholder shall have the right to (a) instruct Proxyholder in writing as to the manner in which the Shares held by such Stockholder shall be voted or (b) vote such Shares in person or by action by written consent, as applicable. In addition, Proxyholder shall not have any right to waive notice by the Company to Stockholder. In the event that Stockholder does not so instruct Proxyholder or notify Proxyholder of its intention to so vote or act by written consent, Proxyholder shall abstain from voting the Shares in respect of such matters.

Voting Arrangements. Stockholder The First-Lien Collateral Agent and the Second-Lien Collateral Agent hereby agrees that Proxyholder shall have the right to vote all Shares, in Proxyholder’s sole discretion, agree on all matters submitted to a vote of stockholders behalf of the Company at a meeting of stockholders or through First-Lien Lenders and the solicitation of a Second-Lien Lenders, respectively, that, without the prior written consent of stockholders (whether of the Required Second-Lien Creditors, they will not agree to any individual class of stock or of multiple classes of stock voting together) except for the following (together, the “Excepted Matters”): (i) Any amendment, restatement, alteration, repeal or waiver (whether by merger, consolidation or otherwise) of any provisions of the Company’s Restated Certificate of Incorporation as amended from time to time (the “Restated Certificate”) or bylaws, if such action would adversely alter, affect or change any of the powers, preferences or special rights of the Series G Preferred Stock but not so affect each other series of the Company’s preferred stock; provided, however, that the authorization or creation of a new series of the Company’s preferred stock that is senior or pari passu to the Series G Preferred Stock shall not, in and of itself, be deemed to be a change, repealmodification, waiver or amendment of any variance: (a) to Section 2.13(h) of the powers, preferences Credit Agreement or special rights the definition of “Change of Control” as used in such Section 2.13(h) to the extent used therein; (b) to Sections 2.13(b) and 2.13(g) of the Series G Preferred Stock; (ii) Any Credit Agreement to the extent such amendment, restatement, alteration, repeal modification or waiver variance would result in an Offer to Repay Term Loans for a lesser principal amount of Second-Lien Term Loans from the proceeds of Prepayment Asset Sales; (whether by merger, consolidation c) making covenants or otherwiseevents of default less burdensome for the Borrower made in contemplation of the Discharge of First-Lien Obligations; (d) to any “Security Document” as defined in the Credit Agreement affecting the rights and benefits of the Second-Lien Lenders (and not the First-Lien Lenders in a like manner); (e) any provision of the Series G Credit Agreement (other than provisions relating to economic terms relating to the First-Lien Facilities, Section 6.07 or any Related other financial maintenance covenant), in each case disproportionately affecting the interests, rights or obligations of the Second-Lien Lenders (it being understood that an amendment, modification or variance shall not be deemed to disproportionately affect adversely the interests, rights or obligations of the Second-Lien Lenders solely because (i) of the Second-Lien Lenders’ junior priority position or (ii) such amendment, modification or variance may result in a lesser recovery for Second-Lien Lenders due to the second priority status of the Liens securing the Second Lien Obligations); or (f) to increase the amount of “Secured Indebtedness” permitted under Sections 6.01 and 6.02 of the Credit Agreement (and any Refinancing incurred in respect thereof) including, without limitation, $500,000,000 in Second-Lien Facilities, other than as defined in permitted pursuant to Sections 6.01 and 6.02 of the Series G Credit Agreement as in effect on the date hereof); provided that Stockholder acknowledges that each any amendment, modification or variance in any material respect of the Series G Agreement or any Related Agreement may be amended, restated, altered, repealed or waived pursuant Borrower’s obligation to the terms make and consummate a Change of such agreements without the required additional approval or consent of Stockholder, subject to the terms thereof; (iii) Any conversion of the Series G Preferred Stock into Common Stock pursuant to the second sentence of Article V, Section 5.2(a) of the Restated Certificate as in effect on the date hereof (for the avoidance of doubt, excluding conversion pursuant to a Qualified Initial Public Offering pursuant to the first sentence of Article V, Section 5.2(a) of the Restated Certificate ); and (iv) Any matters requiring the approval of holders of Series G Preferred Stock, voting as a separate series, pursuant to Article V, Section 6.2 of the Restated Certificate as in effect on the date hereof. With respect to the Excepted Matters, Stockholder shall have the right to (a) instruct Proxyholder in writing as to the manner in which the Shares held by such Stockholder shall be voted or (b) vote such Shares in person or by action by written consent, as applicable. In addition, Proxyholder shall not have any right to waive notice by the Company to Stockholder. In the event that Stockholder does not so instruct Proxyholder or notify Proxyholder of its intention to so vote or act by written consent, Proxyholder shall abstain from voting the Shares Control Offer in respect of such mattersa Change of Control that has occurred or to make and consummate an Offer to Repay Term Loans in respect of Second-Lien Term Loans in respect of a Prepayment Asset Sale that has been consummated after a requirement to make an Offer to Repay Term Loans in respect thereof has arisen will require the consent of each Second-Lien Lender adversely affected thereby.

Voting Arrangements. Stockholder Subject to Proxyholder complying with the terms of this Agreement, each Shareholder hereby agrees that that, during the Proxy Term, Proxyholder shall have vote the right to vote all Acquired Shares, in Proxyholder’s sole discretion, on all matters submitted to a vote of stockholders shareholders of the Company at a meeting of stockholders shareholders or otherwise or through the solicitation of a written consent of stockholders shareholders (whether of any individual class of stock shares or of multiple classes of stock shares voting together); provided that Proxyholder shall vote the Acquired Shares against the following: (a) except for Any amendment, waiver or modification of Section 3.5 of the following First Amended and Restated Shareholders Agreement of the Company dated October 21, 2007 (together, the “Excepted MattersShareholders Agreement”):) related to approval requirements over related party transactions; (i) Any amendment, restatement, alteration, repeal waiver or waiver (whether by merger, consolidation or otherwise) modification of the Shareholders Agreement which could reasonably be expected to materially adversely affect the interests of any provisions Shareholder as a shareholder of the Company’s Restated Certificate Company in a manner different from any other shareholder of Incorporation the Company or (ii) any proposal that would adversely affect the rights or interests of each Shareholder as amended from time a holder of Shares except if the adverse effect would apply equally to time all other holders of Shares as shareholders, provided that, in each case, Proxyholder shall have no obligation to consider the tax consequences of any proposal, action or decision to direct or indirect beneficiaries of any Shares; and (c) Any Subsidiary IPO that would, or could reasonably be expected to have, a material adverse effect on the success or prospects of an IPO of Shares (the “Restated CertificateAlibaba Group IPO”) or bylawsin the subsequent 12 months following such Subsidiary IPO (a “Material Subsidiary IPO”), if such action and it being agreed that an IPO of Taobao Group would adversely alter, affect or change any of the powers, preferences or special rights of the Series G Preferred Stock but not so affect each other series of the Company’s preferred stock; provided, however, that the authorization or creation of a new series of the Company’s preferred stock that is senior or pari passu to the Series G Preferred Stock shall not, in and of itself, be deemed to be a changeMaterial Subsidiary IPO, repeal, waiver or amendment provided that Proxyholder may vote in favor of any Material Subsidiary IPO if such vote is consented to by the Purchasers who in the aggregate have made a Purchase Commitment of at least US$200 million or more. (d) Any amendment to the Related Party Transactions Policy in a manner that would be inconsistent with, or in breach of, Section 6.6(c) of the powersFramework Agreement; provided however that Proxyholder shall not take any actions or make any omissions that would result in a breach of a Shareholder’s obligations under the Shareholders Agreement. For the sake of clarity, preferences or special rights in the case of the Series G Preferred Stock; (ii) Any any proposed amendment, restatement, alteration, repeal or waiver (whether by merger, consolidation or otherwise) of any provision of the Series G agreements entered into in connection with the Framework Agreement or any Related and this Agreement (as defined in collectively, the Series G Agreement as in effect on “Transaction Agreements”), unless such matter is being determined by a vote submitted to the date hereof); provided that Stockholder acknowledges that each shareholders of the Series G Agreement Company at a meeting of shareholders or any Related Agreement may be amended, restated, altered, repealed or waived pursuant to through the terms solicitation of such agreements without the required additional approval or a written consent of Stockholder, subject to the terms thereof; (iii) Any conversion of the Series G Preferred Stock into Common Stock pursuant to the second sentence of Article V, Section 5.2(a) of the Restated Certificate as in effect on the date hereof (for the avoidance of doubt, excluding conversion pursuant to a Qualified Initial Public Offering pursuant to the first sentence of Article V, Section 5.2(a) of the Restated Certificate ); and (iv) Any matters requiring the approval of holders of Series G Preferred Stock, voting as a separate series, pursuant to Article V, Section 6.2 of the Restated Certificate as in effect on the date hereof. With respect to the Excepted Matters, Stockholder shall have the right to (a) instruct Proxyholder in writing as to the manner in which the Shares held by such Stockholder shall be voted or (b) vote such Shares in person or by action by written consent, as applicable. In additionshareholders, Proxyholder shall not have any right to exercise or waive notice by any of the Company to Stockholder. In Shareholders’ rights provided for in the event that Stockholder does not so instruct Proxyholder or notify Proxyholder of its intention to so vote or act by written consentTransaction Agreements, Proxyholder shall abstain from voting the Shares including in respect of such mattersany information rights, registration rights, rights with regard to favorable treatment, tag along rights, consent rights or waiver of any rights of any Shareholder as the holder of the Acquired Shares.

Voting Arrangements. (a) Until such time as the Stockholder hereby agrees that Proxyholder shall have and the right Parent in the aggregate first cease to vote all SharesBeneficially Own at least 4,272,890 shares of Company Common Stock, in Proxyholder’s sole discretioneach of the Parent and the Stockholder shall, on all matters to be voted on by the holders of Securities, vote its shares of Restricted Securities in proportion to the votes cast by the other holders of Securities; provided, that each of the Parent and the Stockholder shall be entitled at all times to vote in accordance with the recommendation of the board of directors of the Company. Notwithstanding the foregoing, each of the Parent and the Stockholder may cast any or all of its votes in its sole discretion with respect to the following matters: (i) any Rule 13e-3 transaction (as defined in Rule 13e-3 of the Exchange Act); (ii) any transaction or series of transactions submitted to a vote of the stockholders of the Company at a meeting of stockholders or through the solicitation of a written consent of stockholders (whether of any individual class of stock or of multiple classes of stock voting together) except for the following (together, the “Excepted Matters”): (i) Any amendment, restatement, alteration, repeal or waiver (whether by merger, consolidation or otherwise) of any provisions of the Company’s Restated Certificate of Incorporation as amended from time pursuant to time (the “Restated Certificate”) or bylaws, if such action would adversely alter, affect or change which any of the powersSpecified Stockholders (A) seeks to increase its Beneficial Ownership of Securities, preferences (B) is otherwise a party to such transaction or special rights series of transactions or (C) would obtain benefits (other than compensation benefits in respect of its employment or service as a director), not shared pro rata by the remainder of the Series G Preferred Stock but not so affect each other series holders of the Company’s preferred stockCompany Common Stock; provided, however, that the authorization or creation of a new series of the Company’s preferred stock that is senior or pari passu to the Series G Preferred Stock shall not, in and of itself, be deemed to be a change, repeal, waiver or amendment of any of the powers, preferences or special rights of the Series G Preferred Stock; (ii) Any amendment, restatement, alteration, repeal or waiver (whether by merger, consolidation or otherwise) of any provision of the Series G Agreement or any Related Agreement (as defined in the Series G Agreement as in effect on the date hereof); provided that Stockholder acknowledges that each of the Series G Agreement or any Related Agreement may be amended, restated, altered, repealed or waived pursuant to the terms of such agreements without the required additional approval or consent of Stockholder, subject to the terms thereof;and (iii) Any conversion any other matter (other than a matter proposed by the Stockholder or the Parent) submitted to the vote of the Series G Preferred Stock into Common Stock holders of Securities pursuant to which Restricted Securities Beneficially Owned by the second sentence Stockholder or its Affiliates will not be treated identically with all other Securities. (b) Until such time as the Stockholder and the Parent in the aggregate cease to Beneficially Own at least 4,272,890 shares of Article VCompany Common Stock, neither the Parent nor the Stockholder shall, in connection with any matter as to which the proportional voting commitment of Section 5.2(a3.2(a) of the Restated Certificate as in effect on the date hereof (for the avoidance of doubt, excluding conversion pursuant to a Qualified Initial Public Offering pursuant is then applicable to the first sentence Parent and the Stockholder, (i)make, or in any way participate, directly or indirectly, in any "solicitation" of Article V"proxies" to vote (as such terms are used in the proxy rules under the Exchange Act) Securities with respect to such matter or (ii) seek to advise, Section 5.2(a) of the Restated Certificate ); and (iv) Any matters requiring the approval of holders of Series G Preferred Stock, voting as a separate series, pursuant to Article V, Section 6.2 of the Restated Certificate as in effect on the date hereof. With encourage or influence any person or entity with respect to the Excepted Matters, Stockholder shall have the right voting of any Securities with respect to (a) instruct Proxyholder in writing as to the manner in which the Shares held by such Stockholder shall be voted or (b) vote such Shares in person or by action by written consent, as applicable. In addition, Proxyholder shall not have any right to waive notice by the Company to Stockholder. In the event that Stockholder does not so instruct Proxyholder or notify Proxyholder of its intention to so vote or act by written consent, Proxyholder shall abstain from voting the Shares in respect of such mattersmatter.