Common use of Voting on Other Matters Clause in Contracts

Voting on Other Matters. (a) In the case of any matter (other than the election or appointment of a Designated Director subject to Section 2.1) submitted or to be submitted to a vote or the written consent of, or other action by, the holders of any class or series of High Vote Shares of any Company at a time when any member of the ▇▇▇▇▇▇▇ Group and any member of the ▇▇▇▇▇▇ Group Beneficially Own any such High Vote Shares, JCM, on behalf of the ▇▇▇▇▇▇ Group, and the ▇▇▇▇▇▇▇ Group Representative, on behalf of the ▇▇▇▇▇▇▇ Group, will use their reasonable efforts to consult with each other in advance concerning the manner in which each Group will vote or otherwise act with respect to such matter. Subject to the next sentence, if such Persons are unable to reach unanimous agreement concerning the manner in which each Group will vote or otherwise act with respect to such matter, each member of the ▇▇▇▇▇▇ Group and each Member of the ▇▇▇▇▇▇▇ Group will vote or otherwise act with respect to such matter in the manner directed by JCM. If JCM shall fail in any material respect to vote for any qualified nominee of the ▇▇▇▇▇▇▇ Group as Designated Director for any Company if, as and when required by Section 2.1 or if the directors of any Company fail to fill any vacancy referred to in Section 2.1(b) with the substitute proposed as provided therein, then unless such failure is the result of the failure of such nominee to agree to serve or otherwise caused by any act or omission of such nominee or any member of the ▇▇▇▇▇▇▇ Group, the members of the ▇▇▇▇▇▇▇ Group shall have complete discretion in determining the manner in which they will vote their High Vote Shares in such Company with respect to any such matter that is submitted to the holders of such High Vote Shares (and the rights and powers granted to JCM with respect to such High Vote Shares in subsection 2.2(b) shall be suspended) unless and until JCM or such directors shall correct such failure by voting for or appointing the ▇▇▇▇▇▇▇ Group's nominee on a subsequent occasion or otherwise. (b) In furtherance of the purposes and intent of this Section, each member of the ▇▇▇▇▇▇▇ Group hereby grants to JCM or to his designee(s), with full power of substitution, an irrevocable proxy to vote, in person or by proxy and at any annual or special meeting of stockholders (or adjournment thereof), by written consent or otherwise, all High Vote Shares in each and every Company (whether now existing or hereafter created) now or at any time hereafter Beneficially Owned by such member. Each member of the ▇▇▇▇▇▇▇ Group affirms and agrees that such proxy is coupled with an interest and, to the maximum extent permitted by applicable law, is irrevocable and shall survive the disability, incapacity, bankruptcy, insolvency, dissolution, liquidation or death of such member and shall extend to such member's heirs, successors, assigns and legal representatives. Each member of the ▇▇▇▇▇▇▇ Group hereby ratifies and confirms all that JCM or his designee(s) or substitute(s) may lawfully do or cause to be done by virtue of such proxy. Each member of the ▇▇▇▇▇▇▇ Group agrees to execute any separate form of proxy, written consent to action or other instrument that JCM may at any time and from time to time reasonably request in order to evidence such member's proxy and to carry out the purposes and intent of this Section.

Voting on Other Matters. (a) In the case of any matter (other than the election or appointment of a Designated Director subject to Section 2.1) submitted or to be submitted to a vote or the written consent of, or other action by, the holders of any class or series of High Vote Shares of any Company at a time when any member of the ▇▇▇▇▇▇▇ Group and any member of the ▇▇▇▇▇▇ Group Beneficially Own any such High Vote Shares, JCM, on behalf of the ▇▇▇▇▇▇ Group, and the ▇▇▇▇▇▇▇ Group Representative, on behalf of the ▇▇▇▇▇▇▇ Group, will use their reasonable efforts to consult with each other in advance concerning the manner in which each Group will vote or otherwise act with respect to such matter. Subject to the next sentence, if such Persons are unable to reach unanimous agreement concerning the manner in which each Group will vote or otherwise act with respect to such matter, each member of the ▇▇▇▇▇▇ Group and each Member of the ▇▇▇▇▇▇▇ Group will vote or otherwise act with respect to such matter in the manner directed by JCM. If JCM shall fail in any material respect to vote for any qualified nominee of the ▇▇▇▇▇▇▇ Group as Designated Director for any Company if, as and when required by Section 2.1 or if the directors of any Company fail to fill any vacancy referred to in Section 2.1(b) with the substitute proposed as provided therein, then unless such failure is the result of the failure of such nominee to agree to serve or otherwise caused by any act or omission of such nominee or any member of the ▇▇▇▇▇▇▇ Group, the members of the ▇▇▇▇▇▇▇ Group shall have complete discretion in determining the manner in which they will vote their High Vote Shares in such Company with respect to any such matter that is submitted to the holders of such High Vote Shares (and the rights and powers granted to JCM with respect to such High Vote Shares in subsection 2.2(b) shall be suspended) unless and until JCM or such directors shall correct such failure by voting for or appointing the ▇▇▇▇▇▇▇ Group's nominee on a subsequent occasion or otherwise. (b) In furtherance of the purposes and intent of this Section, each member of the ▇▇▇▇▇▇▇ Group hereby grants to JCM or to his designee(s), with full power of substitution, an irrevocable proxy to vote, in person or by proxy and at any annual or special meeting of stockholders (or adjournment thereof), by written consent or otherwise, all High Vote Shares in each and every Company (whether now existing or hereafter created) now or at any time hereafter Beneficially Owned by such member. Each member of the ▇▇▇▇▇▇▇ Group affirms and agrees that such proxy is coupled with an interest and, to the maximum extent permitted by applicable law, is irrevocable and shall survive the disability, incapacity, bankruptcy, insolvency, dissolution, liquidation or death of such member and shall extend to such member's heirs, EXHIBIT 7(M) successors, assigns and legal representatives. Each member of the ▇▇▇▇▇▇▇ Group hereby ratifies and confirms all that JCM or his designee(s) or substitute(s) may lawfully do or cause to be done by virtue of such proxy. Each member of the ▇▇▇▇▇▇▇ Group agrees to execute any separate form of proxy, written consent to action or other instrument that JCM may at any time and from time to time reasonably request in order to evidence such member's proxy and to carry out the purposes and intent of this Section.