Common use of Voting Matters Clause in Contracts

Voting Matters. (a) During the term of this Agreement, Phoenix, Phoenix Life and Holdings will take all such action as may be required so that the Common Stock beneficially owned and entitled to be voted by Phoenix, Phoenix Life, Holdings and their Affiliates, as a Group, are voted or caused to be voted (in person or by proxy): (i) with respect to nominees to the Board of Directors, in accordance with the recommendation of the Board of Directors, or a nominating or similar committee of the Board of Directors, if any such committee exists and makes a recommendation; and (ii) in accordance with the recommendation of the Board of Directors with respect to any transaction to be effected with the Company or its Affiliates in connection with an unsolicited tender or exchange offer, any "election contest" (as such term is defined or used in Rule 14a-11 under the Exchange Act as in effect on the date of this Agreement) with respect to the Board of Directors of the Company or any other attempt to acquire Control of the Company or the Board of Directors. (b) Until May 3, 2004, Phoenix, Phoenix Life and Holdings will take all such action as may be required so that the Common Stock beneficially owned and entitled to be voted by Phoenix, Phoenix Life, Holdings and their Affiliates, as a Group, are voted or caused to be voted (in person or by proxy) in accordance with the recommendation of the Board of Directors of the Company with respect to negotiated mergers, acquisitions, divestitures, consolidations, sale of assets, share exchanges or other similar transactions for which shareholder approval is sought. (c) With respect to all matters brought before the Company's shareholders for a vote not otherwise provided for in Section 2.3(b) or Section 3.2(a) and (b) above, Phoenix, Phoenix Life, Holdings and their Affiliates may vote in accordance with their independent judgment without regard to any request or recommendation of the Board of Directors.

Voting Matters. (a) During the term of this Agreement, Phoenix, Phoenix Life PHL and Holdings will take all such action as may be required so that the Common Stock beneficially owned and entitled to be voted by Phoenix, Phoenix LifePHL, Holdings and their Affiliates, as a Group, are voted or caused to be voted (in person or by proxy): (i) with respect to the Continuing Director's nominees to the Board of Directors, in accordance with the recommendation of the Board of Directors, or a nominating or (Page 28 of 58 pages) similar committee of the Board of Directors, if any such committee exists and makes a recommendation; and (ii) in accordance with the recommendation of the Board of Directors with respect to any transaction to be effected with the Company or its Affiliates in connection with an unsolicited tender or exchange offer, any "election contest" (as such term is defined or used in Rule 14a-11 under the Exchange Act as in effect on the date of this Agreement) with respect to the Board of Directors of the Company or any other attempt to acquire Control of the Company or the Board of Directors. (b) Until May 3For a period of five (5) years from the date of this Agreement, 2004, Phoenix, Phoenix Life PHL and Holdings will take all such action as may be required so that the Common Stock beneficially owned and entitled to be voted by Phoenix, Phoenix LifePHL, Holdings and their Affiliates, as a Group, are voted or caused to be voted (in person or by proxy) in accordance with the recommendation of the Board of Directors of the Company with respect to negotiated mergers, acquisitions, divestitures, consolidations, sale of assets, share exchanges or other similar transactions for which shareholder approval is sought. (c) With respect to all matters brought before the Company's shareholders for a vote not otherwise provided for in Section 2.3(b2.5(c) or Section 3.2(a) and (b) above, Phoenix, Phoenix LifePHL, Holdings and their Affiliates may vote in accordance with their independent judgment without regard to any request or recommendation of the Board of Directors. (d) PHL, Holdings and their Affiliates who beneficially own any of the Common Stock shall be present, in person or by proxy, at all duly held meetings of shareholders of the Company so that the Common Stock held by PHL, Holdings and their Affiliates may be counted for the purposes of determining the presence of a quorum at such meetings.

Voting Matters. (a) During the term of this Agreement, Phoenix, Phoenix Life Reliance and Holdings RIC will take all such action as may be required so that the Common Stock beneficially owned and entitled to be voted by PhoenixReliance, Phoenix Life, Holdings RIC and their Affiliates, as a Group, are voted or caused to be voted (in person or by proxy): (i) with respect to the Continuing Director's nominees to the Board of Directors, in accordance with the recommendation of the Board of Directors, or a nominating or similar committee of the Board of Directors, if any such committee exists and makes a recommendation; and; (ii) in accordance with the recommendation of the Board of Directors with respect to any transaction to be effected with the Company or its Affiliates in connection with an unsolicited tender or exchange offer, any "election contest" (as such term is defined or used in Rule 14a-11 under the Exchange Act as in effect on the date of this Agreement) initiated by any Person in connection with any tender offer, in the same proportion as the total votes cast by or on behalf of all shareholders of LandAmerica (other than Reliance, RIC and their Affiliates) with respect to the Board of Directors of the Company or any other attempt to acquire Control of the Company or the Board of Directors.such proxy contest; (biii) Until May 3, 2004, Phoenix, Phoenix Life and Holdings will take all such action as may be required so that the Common Stock beneficially owned and entitled to be voted by Phoenix, Phoenix Life, Holdings and their Affiliates, as a Group, are voted or caused to be voted (in person or by proxy) in accordance with the recommendation of the Board of Directors of the Company with respect to negotiated any matters related to share issuance, mergers, acquisitions, divestitures, consolidations, sale of assets, share exchanges or other similar transactions acquisitions and divestitures for which shareholder approval is sought. (c) With respect to all matters brought before the Company's shareholders for a vote not otherwise provided for in Section 2.3(b) or Section 3.2(a) and (b) above, Phoenix, Phoenix Life, Holdings and their Affiliates may vote in accordance with their the independent judgment of Reliance, RIC and their Affiliates, without regard to any request or recommendation of the Board of Directors; provided that, if any such transaction is submitted for shareholder approval by LandAmerica in order to permit LandAmerica to exercise its call rights under Sections 4.1(a) and 4.1(c) hereof or its redemption rights under the Series B Preferred Stock designation, then the Common Stock beneficially owned and entitled to be voted by Reliance, RIC and their Affiliates, as a Group, shall be voted in accordance with the recommendation of the Board of Directors; and (iv) with respect to all matters (other than the election of RIC Directors) brought before LandAmerica's shareholders for a vote not otherwise provided for in this Section 3.2(a) or Section 2.6 above, in accordance with the recommendation of the Board of Directors. (b) RIC and its Affiliates who beneficially own any of the RIC Shares shall be present, in person or by proxy, at all duly held meetings of shareholders of LandAmerica so that the Common Stock held by RIC and its Affiliates may be counted for the purposes of determining the presence of a quorum at such meetings.