Common use of Voting Restrictions Clause in Contracts

Voting Restrictions. 4.2.1 Subject to Section 4.01, each Holder: (a) shall vote in accordance with the Board of Directors’ recommendation with respect to (i) elections of director nominees to the Board of Directors, (ii) the ratification of the appointment of New Parent’s independent registered public accounting firm, (iii) any “say-on-pay” proposal of New Parent, (iv) any stockholder proposal, or (v) any proposal related to an incentive compensation plan or material amendment thereof, in each case that is submitted to New Parent’s stockholders for approval, each Holder shall vote; and (b) may vote as they may determine in their sole discretion, with respect to any matters submitted to New Parent’s stockholders for approval other than those listed in Section 4.2.1(a). 4.2.2 In furtherance of Section 4.2.1 each Holder shall be present in person or represented by execution and submission to New Parent of the proxy card or voting instruction form solicited by New Parent or the Board of Directors at all meetings of stockholders to the extent necessary so that all voting securities of New Parent as to which they are entitled to vote shall be counted as present for the purpose of determining the presence of a quorum at such meeting. 4.2.3 A Holder shall be subject to the voting restrictions in Section 4.02 until the second anniversary of the Closing Date.