Common use of Voting on Other Matters Clause in Contracts

Voting on Other Matters. Subject to and without limiting Section 2, as to any matter or action that requires a vote or written consent of the stockholders of the Company, whether by law or pursuant to any agreement, from and after the Effective Time: (a) until the fifth anniversary of the Effective Time, and for so long as each of the Carlyle Investors, the Bain Investors and the Spectrum Investors continue to hold Shares representing at least twenty five percent (25%) of the Initial Investor Shares held by such Principal Investor, each Stockholder agrees to vote, and/or to provide its written consent, with respect to such matter or action as directed by any two of the Principal Investors; provided, that no Stockholder shall be required to vote in favor of, or provide its written consent to, any action that would disproportionately affect such Stockholder relative to the other stockholders of the Company in any material and adverse manner; (b) in the event that any Stockholder entitled to vote on or provide its written consent with respect to a matter shall fail at any time to vote, or act by written consent with respect to, any Shares held of record or beneficially owned by such Stockholder or as to which such Stockholder has voting control, as agreed by such Stockholder in this Agreement, such Stockholder hereby irrevocably grants to and appoints each remaining Principal Investor such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote or act by written consent with respect to such Shares and to grant a consent, proxy or approval in respect of such Shares, in each case in such manner and to the extent as is necessary or desirable to vote such Shares as agreed to by such Stockholder in this Agreement, including Section 2.2 and Section 4(a); each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4(b) will be valid for the term of this Agreement and is given to secure the performance of the obligations of such Stockholder under this Agreement; each Stockholder hereby further affirms that each proxy hereby granted shall, for the term of this Agreement, be irrevocable and shall be deemed coupled with an interest; and (c) if such matter or action has been approved by the Requisite Stockholder Majority (as defined in the Stockholders Agreement), each Stockholder agrees to take any and all actions as are reasonably necessary to effect such approved matter or action, unless such matter or action would also require the approval of such Stockholder under this Agreement, the Stockholders Agreement or the Company Charter and such approval has not been granted.

Voting on Other Matters. Subject to and without limiting Section 2, as to any matter or action that requires a vote or written consent of the stockholders of the Company, whether by law or pursuant to any agreement, from and after the Effective Time: (a) until the fifth anniversary of the Effective Time, and for so long as each of the Carlyle Investors, the Bain Investors and the Spectrum Investors continue to hold Shares representing there is at least twenty five percent (25%) of the Initial Investor Shares held by such one Principal Investor, each Stockholder Other AMC Investor agrees to vote, and/or to provide its written consent, in favor of such matter or action with respect to such matter or action number of Shares held by such Other AMC Investor as directed is equal to the same proportion of Shares respectively held by any two of the Principal InvestorsInvestors that are voted in favor of such matter; provided, that no Stockholder such Other AMC Investor shall be required to vote in favor of, or provide its written consent to, any action that would disproportionately affect such Stockholder Other AMC Investor relative to the other stockholders of the Company in any material and adverse manner; (b) in the event that any Stockholder Other AMC Investor entitled to vote on or provide its written consent with respect to a matter shall fail at any time to vote, or act by written consent with respect to, any Shares held of record or beneficially owned by such Stockholder Other AMC Investor or as to which such Stockholder Other AMC Investor has voting control, as agreed by such Stockholder Other AMC Investor in this Agreement, such Stockholder Other AMC Investor hereby irrevocably grants to and appoints each remaining Principal Investor such StockholderInvestor’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such StockholderOther AMC Investor, to vote or act by written consent with respect to such Shares and to grant a consent, proxy or approval in respect of such Shares, in each case in such manner and to the extent as is necessary or desirable to vote such Shares as agreed to by such Stockholder Other AMC Investor in this Agreement, including Section 2.2 and Section 4(a); each Stockholder Other AMC Investor hereby affirms that the irrevocable proxy set forth in this Section 4(b) will be valid for the term of this Agreement and is given to secure the performance of the obligations of such Stockholder Other AMC Investor under this Agreement; each Stockholder such Other AMC Investor hereby further affirms that each proxy hereby granted shall, for the term of this Agreement, be irrevocable and shall be deemed coupled with an interest; and (c) if such matter or action has been approved by the Requisite Stockholder Majority (as defined in the Stockholders Agreement), each Stockholder agrees to take any and all actions as are reasonably necessary to effect such approved matter or action, unless such matter or action would also require the approval of such Stockholder under this Agreement, the Stockholders Agreement or the Company Charter and such approval has not been granted.

Voting on Other Matters. Subject to and without limiting Section 2, as to any matter or action that requires a vote or written consent of the stockholders of the Company, whether by law or pursuant to any agreement, from and after the Effective Time: (a) until the fifth anniversary of the Effective Time, and for so long as each of the Carlyle Investors, the Bain Investors and the Spectrum Investors continue to hold Shares representing there is at least twenty five percent (25%) of the Initial Investor Shares held by such one Principal Investor, each Stockholder Other Marquee Investor agrees to vote, and/or to provide its written consent, in favor of such matter or action with respect to such matter or action number of Shares held by such Other Marquee Investor as directed is equal to the same proportion of Shares respectively held by any two of the Principal InvestorsInvestors that are voted in favor of such matter; provided, that no Stockholder such Other Marquee Investor shall be required to vote in favor of, or provide its written consent to, any action that would disproportionately affect such Stockholder Other Marquee Investor relative to the other stockholders of the Company in any material and adverse manner; (b) in the event that any Stockholder Other Marquee Investor entitled to vote on or provide its written consent with respect to a matter shall fail at any time to vote, or act by written consent with respect to, any Shares held of record or beneficially owned by such Stockholder Other Marquee Investor or as to which such Stockholder Other Marquee Investor has voting control, as agreed by such Stockholder Other Marquee Investor in this Agreement, such Stockholder Other Marquee Investor hereby irrevocably grants to and appoints each remaining Principal Investor such StockholderInvestor’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such StockholderOther Marquee Investor, to vote or act by written consent with respect to such Shares and to grant a consent, proxy or approval in respect of such Shares, in each case in such manner and to the extent as is necessary or desirable to vote such Shares as agreed to by such Stockholder Other Marquee Investor in this Agreement, including Section 2.2 and Section 4(a); each Stockholder Other Marquee Investor hereby affirms that the irrevocable proxy set forth in this Section 4(b) will be valid for the term of this Agreement and is given to secure the performance of the obligations of such Stockholder Other Marquee Investor under this Agreement; each Stockholder such Other Marquee Investor hereby further affirms that each proxy hereby granted shall, for the term of this Agreement, be irrevocable and shall be deemed coupled with an interest; and (c) if such matter or action has been approved by the Requisite Stockholder Majority (as defined in the Stockholders Agreement), each Stockholder agrees to take any and all actions as are reasonably necessary to effect such approved matter or action, unless such matter or action would also require the approval of such Stockholder under this Agreement, the Stockholders Agreement or the Company Charter and such approval has not been granted.