Common use of Voting of Subject Shares Clause in Contracts

Voting of Subject Shares. At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder and the Individual shall, and the Individual shall cause the Stockholder to, vote the Subject Shares in favor of the Merger, the adoption by the Company of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's or the Individual's vote, consent or other approval is sought, the Stockholder and the Individual shall, and the Individual shall cause the Stockholder to, vote the Subject Shares against (i) any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder and the Individual hereunder and (ii) any action or agreement that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (A) the adoption by the Company of a proposal regarding (1) the acquisition of the Company by merger, tender offer or otherwise by any person other than Newco or any designee thereof (a "Third Party"); (2) the acquisition by a Third Party of 10% or more of the assets of the Company and its Subsidiaries, taken as a whole; (3) the acquisition by a Third Party of 10% or more of the outstanding shares of Company Common Stock; or (4) the repurchase by the Company or any of its subsidiaries of 10% or more of the outstanding shares of Company Common Stock; (B) any amendment of the Company's certificate of incorporation or by-laws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of the Company's capital stock; (C) any change in the management or board of directors of the Company; (D) any material change in the present capitalization or dividend policy of the Company; or (E) any other material change in the Company's corporate structure or business. Each of the Stockholder and the Individual further agrees not to commit or agree to take any action inconsistent with the foregoing.

Voting of Subject Shares. Section 3.1. Agreement to Vote. From the date hereof, and until the termination of this Agreement in accordance with Article V, each Shareholder, severally and not jointly, agrees as follows: (a) At any meeting of stockholders shareholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote vote, consent or other approval (including by written consent) with respect to the Merger and Agreement, the Merger Agreement and any other transaction contemplated thereby is sought, the Stockholder and the Individual shall, and the Individual each Shareholder shall vote (or cause the Stockholder to, vote to be voted) the Subject Shares in favor of the Merger, the adoption by the Company of the Merger Agreement and the approval of the terms Merger Agreement and any actions required in furtherance thereof and each of the other transactions contemplated by the Merger Agreement. . (b) At any meeting of stockholders shareholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's or the Individual's a vote, consent or other approval of all or some of the shareholders of the Company is sought, the Stockholder and the Individual shall, and the Individual each Shareholder shall vote (or cause the Stockholder to, vote the to be voted) its Subject Shares against (i) any action or agreement that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which would reasonably be expected to result in any of the Stockholder and conditions to the Individual hereunder and Merger Agreement not being fulfilled, (ii) any action merger agreement or agreement that would impede, interfere with, delay, postpone or attempt to discourage merger (other than the Merger Agreement and the Merger), includingconsolidation, but not limited to: (A) the adoption combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company of a proposal regarding Company, and (1) the acquisition of the Company by merger, tender offer or otherwise by any person other than Newco or any designee thereof (a "Third Party"); (2) the acquisition by a Third Party of 10% or more of the assets of the Company and its Subsidiaries, taken as a whole; (3) the acquisition by a Third Party of 10% or more of the outstanding shares of Company Common Stock; or (4) the repurchase by the Company or any of its subsidiaries of 10% or more of the outstanding shares of Company Common Stock; (Biii) any amendment of the Company's ’s certificate of incorporation or by-laws or other proposal or transaction involving the Company or any of its Subsidiariessubsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of the Company's capital stock; (C) any change Subject Shares other than in connection with the management or board of directors of transactions contemplated by the Company; (D) any material change in the present capitalization or dividend policy of the Company; or (E) any other material change in the Company's corporate structure or businessMerger. Each of the Stockholder and the Individual Shareholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) In addition, each Shareholder agrees that it will, upon request by Scripps, furnish written confirmation, in form and substance reasonably acceptable to Scripps, of such Shareholder’s vote in favor of the Merger Agreement and the Merger.

Voting of Subject Shares. Section 3.1 Agreement to Vote. From the date hereof, and until the termination of this Agreement in accordance with Section 6.1, each Family Stockholder, severally and not jointly, and subject to the provisions of Section 5.1, agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought, the each Family Stockholder and the Individual shall, and the Individual shall vote (or cause the Stockholder to, vote to be voted) the Subject Shares (and each class thereof) in favor of the Merger, the adoption by the Company of the Merger Agreement and the approval of the terms Merger Agreement and, subject to Section 4.4, any actions required in furtherance thereof and each of the other transactions contemplated by the Merger Agreement. . (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's or the Individual's a vote, consent or other approval of all or some of the stockholders of the Company is sought, the each Family Stockholder and the Individual shall, and the Individual shall vote (or cause the Stockholder to, vote the to be voted) its Subject Shares (and each class thereof) against (i) any action merger agreement or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any merger (other obligation or agreement of the Company under than the Merger Agreement or of the Stockholder and the Individual hereunder Merger), consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, and (ii) any action or agreement that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (A) the adoption by the Company of a proposal regarding (1) the acquisition of the Company by merger, tender offer or otherwise by any person other than Newco or any designee thereof (a "Third Party"); (2) the acquisition by a Third Party of 10% or more of the assets of the Company and its Subsidiaries, taken as a whole; (3) the acquisition by a Third Party of 10% or more of the outstanding shares of Company Common Stock; or (4) the repurchase by the Company or any of its subsidiaries of 10% or more of the outstanding shares of Company Common Stock; (B) any amendment of the Company's ’s certificate of incorporation or by-laws or other proposal or transaction involving the Company or any of its Subsidiariessubsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of the Company's capital stock; (C) any change Subject Shares other than in connection with the management or board of directors of transactions contemplated by the Company; (D) any material change in the present capitalization or dividend policy of the Company; or (E) any other material change in the Company's corporate structure or businessMerger. Each of the Family Stockholder and the Individual further agrees not to commit or agree to take any action inconsistent with the foregoing.

Voting of Subject Shares. At Section 1.1 Agreement to Vote. From the date hereof until the termination of this Agreement in accordance with Section 5.1, except to the extent waived in writing by Parent, at any meeting of the stockholders of the Company, however called, or at any adjournment thereof, or in connection with any written consent of the stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote vote, consent or other approval with respect of all or some of the stockholders of the Company is sought, each Stockholder shall vote (or cause to be voted) all of its Subject Shares (a) in favor of (i) adoption of the Merger Agreement, (ii) approval of the Merger and the Merger Agreement is sought, the Stockholder and the Individual shall, and the Individual shall cause the Stockholder to, vote the Subject Shares in favor (iii) approval of the Merger, the adoption other transactions contemplated by the Company of the Merger Agreement and (b) against (i) any Takeover Proposal other than as contemplated by the approval Merger Agreement and (ii) any other transaction or proposal involving the Company or any of its Subsidiaries that would prevent, nullify, materially interfere with or delay the terms thereof Merger Agreement, the Merger and each of the other transactions contemplated by the Merger Agreement. At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's or the Individual's vote, consent or other approval is sought, the Each Stockholder and the Individual shall, and the Individual shall cause the Stockholder to, vote the Subject Shares against (i) any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder and the Individual hereunder and (ii) any action or agreement that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (A) the adoption by the Company of a proposal regarding (1) the acquisition of the Company by merger, tender offer or otherwise by any person other than Newco or any designee thereof (a "Third Party"); (2) the acquisition by a Third Party of 10% or more of the assets of the Company and its Subsidiaries, taken as a whole; (3) the acquisition by a Third Party of 10% or more of the outstanding shares of Company Common Stock; or (4) the repurchase by the Company or any of its subsidiaries of 10% or more of the outstanding shares of Company Common Stock; (B) any amendment of the Company's certificate of incorporation or by-laws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of the Company's capital stock; (C) any change in the management or board of directors of the Company; (D) any material change in the present capitalization or dividend policy of the Company; or (E) any other material change in the Company's corporate structure or business. Each of the Stockholder and the Individual further agrees not to commit or agree to take any action inconsistent with the foregoing. Section 1.2 IRREVOCABLE PROXY. SOLELY FOR THE PURPOSE OF VOTING IN ACCORDANCE WITH SECTION 1.1 OF THIS AGREEMENT, EACH STOCKHOLDER HEREBY IRREVOCABLY GRANTS TO AND APPOINTS ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ AND ▇▇▇▇ ▇'▇▇▇▇, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PARENT, AND ANY INDIVIDUAL WHO SHALL HEREAFTER SUCCEED TO ANY SUCH OFFICE OF PARENT, AND EACH OF THEM INDIVIDUALLY, THE STOCKHOLDER'S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION), FOR AND IN THE NAME, PLACE AND STEAD OF THE STOCKHOLDER, TO REPRESENT AND VOTE (BY VOTING AT ANY MEETING OF THE STOCKHOLDERS OF THE COMPANY OR BY WRITTEN CONSENT IN LIEU THEREOF) WITH RESPECT TO THE SUBJECT SHARES OWNED OR HELD BY SUCH STOCKHOLDER REGARDING THE MATTERS REFERRED TO IN SECTION 1.1 (IF, BUT ONLY IF, SUCH STOCKHOLDER FAILS TO VOTE AS SET FORTH IN SECTION 1.1) UNTIL THE TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH SECTION 5.1, TO THE SAME EXTENT AND WITH THE SAME EFFECT AS THE STOCKHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 1.2 IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE. EACH STOCKHOLDER WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. EACH STOCKHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED WITH RESPECT TO ANY OF THE SUBJECT SHARES OWNED OR HELD BY SUCH STOCKHOLDER REGARDING THE MATTERS REFERRED TO IN SECTION 1.1.

Voting of Subject Shares. At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or Parent or at any adjournment thereof or in any other circumstances upon which a vote any Shareholder's vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder and the Individual shall, and the Individual each such Shareholder shall cause the Stockholder to, vote all of the Subject Shares then beneficially owned by such Shareholder (i) in favor of the Merger, Mergers and the adoption by the Company of the Merger Agreement and the approval of the principal terms thereof of the Merger Agreement and each of the other transactions contemplated by the Merger Agreement. At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's or the Individual's vote, consent or other approval is sought, the Stockholder and the Individual shall, and the Individual shall cause the Stockholder to, vote the Subject Shares (ii) against (i) any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company or Parent under the Merger Agreement or of the Stockholder and the Individual hereunder and (iiiii) against any action or agreement that would impede, interfere with, delay, delay or postpone or attempt that would reasonably be expected to discourage the MergerMergers, including, but not limited to: (A) any extraordinary corporate transactions (other than the adoption by Mergers), such as a merger, consolidation or other business combination involving the Company or Parent and their subsidiaries, a sale or transfer of a proposal regarding (1) the acquisition material amount of the Company by merger, tender offer or otherwise by any person other than Newco or any designee thereof (a "Third Party"); (2) the acquisition by a Third Party of 10% or more of the assets of the Company or Parent and its Subsidiariestheir subsidiaries or a reorganization, taken as a whole; (3) the acquisition by a Third Party recapitalization or liquidation of 10% or more of the outstanding shares of Company Common Stock; or (4) the repurchase by the Company or any of its subsidiaries of 10% or more of the outstanding shares of Company Common StockParent and their subsidiaries; (B) any amendment of the Company's or Parent's articles or certificate of incorporation or by-laws or other proposal or transaction involving the Company or Parent or any of its Subsidiariestheir subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the MergerMergers, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of the Company's or Parent's capital stock; (C) any change in the management or board of directors of the CompanyCompany or Parent; (D) any material change in the present capitalization or dividend policy of the CompanyCompany or Parent; or (E) any other material change in the Company's or Parent's corporate structure or business; provided, however, that in the event the Board of Directors of the Company shall have withdrawn, amended or modified its recommendation in accordance with Section 8.1 of the Merger Agreement, the Shareholders shall be permitted to vote the Subject Shares owned by them in favor of any action described in clause (iii)(A) above which is a Superior Proposal. Each Shareholder shall not hereafter, unless and until this Agreement terminates pursuant to Section 8 hereof, purport to grant (other than through the irrevocable proxy granted in Section 3(b)) any proxy or power of attorney with respect to any of the Stockholder and Subject Shares, deposit any of the Individual Subject Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Subject Shares. Each Shareholder further agrees not to commit or agree to take any action inconsistent with the foregoing.

Voting of Subject Shares. At any (a) From and after the date of this Agreement, at every meeting of stockholders the holders of Parent Capital Stock (the “Voting Stockholders”), however called, and at every adjournment or postponement thereof (or, if applicable, pursuant to a written consent if the Voting Stockholders act by written consent in lieu of a meeting), the Stockholder will, or will cause the holder of record on any applicable record date to, be present (in person or by proxy) and to vote (or, in the case of any action by written consent in lieu of a meeting, execute a written consent in respect of) all of the Company called to vote upon Stockholder’s Subject Shares (a) in favor of (i) the issuance of shares of Parent Common Stock in the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder and the Individual shallFinancing, and (ii) the Individual shall cause the Stockholder to, vote the Subject Shares Parent Charter Amendment in favor of the Merger, the adoption by the Company accordance with Section 5.18 of the Merger Agreement Agreement;, (b) against any Acquisition Proposal and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. At (c) against any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's or the Individual's voteaction, consent or other approval is soughtproposal, the Stockholder and the Individual shall, and the Individual shall cause the Stockholder to, vote the Subject Shares against (i) any action transaction or agreement that that, to the knowledge of Stockholder, would reasonably be expected to (1) result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company under Company/Parent contained in the Merger Agreement Agreement, or of the such Stockholder and the Individual hereunder and (ii) any action contained in this Agreement, or agreement that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (A) the adoption by the Company of a proposal regarding (1) the acquisition of the Company by merger, tender offer or otherwise by any person other than Newco or any designee thereof (a "Third Party"); (2) the acquisition by a Third Party of 10% prevent, materially impede or more of the assets of the Company and its Subsidiaries, taken as a whole; (3) the acquisition by a Third Party of 10% or more of the outstanding shares of Company Common Stock; or (4) the repurchase by the Company or any of its subsidiaries of 10% or more of the outstanding shares of Company Common Stock; (B) any amendment of materially delay the Company's certificate of incorporation ’s or by-laws or other proposal or transaction involving Parent’s ability to consummate the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement Agreement, including the Merger. (b) Notwithstanding Section 1.1(a), in the event of a Change in Recommendation made in compliance with the Merger Agreement, the obligation of Stockholder to vote Subject Shares as to which Stockholder controls the right to vote in the manner set forth in Section 1.1(a) shall be modified such that: (i) Stockholder shall vote (or change cause to be voted), in person or by proxy 95% of the Subject Shares (the “Committed Restricted Shares”) as provided in Section 1.1(a); and (ii) Stockholder, in his, her or its sole discretion, may vote (or cause to be voted), in person or by proxy all of his, her or its Subject Shares (other than the Committed Restricted Shares) in any manner the voting rights of any class of the Company's capital stock; (C) any change in the management or board of directors of the Company; (D) any material change in the present capitalization or dividend policy of the Company; or (E) any other material change in the Company's corporate structure or business. Each of the Stockholder and the Individual further agrees not to commit or agree to take any action inconsistent with the foregoingchooses.