Common use of No Voting Clause in Contracts

No Voting. Without limiting the applicability of any other provision of this Agreement, the Underwriter[s] will purchase any Shares purchased hereunder in the ordinary course of [its/their] activities as broker-dealer[s] and not with the purpose or intent, directly or indirectly through any affiliate, of exercising control over the Company or any of its subsidiaries. In furtherance of the foregoing, [the/each] Underwriter agrees that for so long as it owns any of the Shares purchased by it hereunder (a) it, directly or indirectly through any affiliate, will not exercise any voting rights associated with the Shares purchased by it hereunder, to the extent such exercise would give rise to a presumption of control under any applicable insurance law or regulation or trigger any other regulatory approval requirement, without first having obtained any required regulatory approval; (b) to the extent it, directly or indirectly through any affiliate, exercises any voting rights associated with the Shares purchased by it hereunder, it and any such affiliates will vote all such Shares in the same proportion as the shares of common stock or other voting securities of the Company voted by all other holders of common stock or such other voting securities of the Company and (c) it will not sell the Shares purchased by it hereunder to any purchaser if the number of Shares sold to such purchaser would exceed [24.5] million shares, unless approved by the Company.

Appears in 1 contract

Sources: Underwriting Agreement (AXA Equitable Holdings, Inc.)

No Voting. Without limiting the applicability of any other provision of this Agreement, the Underwriter[s] Underwriters will purchase any Shares purchased hereunder in the ordinary course of [its/their] their activities as broker-dealer[s] dealers and not with the purpose or intent, directly or indirectly through any affiliate, of exercising control over the Company or any of its subsidiaries. In furtherance of the foregoing, [the/each] each Underwriter agrees that for so long as it owns any of the Shares purchased by it hereunder (a) it, directly or indirectly through any affiliate, will not exercise any voting rights associated with the Shares purchased by it hereunder, to the extent such exercise would give rise to a presumption of control under any applicable insurance law or regulation or trigger any other regulatory approval requirement, without first having obtained any required regulatory approval; (b) to the extent it, directly or indirectly through any affiliate, exercises any voting rights associated with the Shares purchased by it hereunder, it and any such affiliates will vote all such Shares in the same proportion as the shares of common stock or other voting securities of the Company voted by all other holders of common stock or such other voting securities of the Company and (c) it will not sell the Shares purchased by it hereunder to any purchaser if the number of Shares sold to such purchaser would exceed [24.5] 26.0 million shares, unless approved by the Company.

Appears in 1 contract

Sources: Underwriting Agreement (AXA Equitable Holdings, Inc.)

No Voting. Without limiting the applicability of Sections 3 and 4 hereof or any other provision of this Agreement, the Underwriter[s] Underwriters will purchase any Shares Securities purchased hereunder in the ordinary course of [its/their] their activities as broker-dealer[s] dealers and not with the purpose or intent, directly or indirectly through any affiliate, of exercising control over the Company or any of its subsidiaries. In furtherance of the foregoing, [the/each] each Underwriter agrees that for so long as it owns any of the Shares Securities purchased by it hereunder (a) it, directly or indirectly through any affiliate, will not exercise any voting rights associated with the Shares Securities purchased by it hereunder, to the extent such exercise would give rise to a presumption of control under any applicable insurance law or regulation or trigger any other regulatory approval requirement, without first having obtained any required regulatory approval; (b) to the extent it, directly or indirectly through any affiliate, exercises any voting rights associated with the Shares Securities purchased by it hereunder, it and any such affiliates will vote all such Shares Securities in the same proportion as the shares of common stock Common Stock or other voting securities of the Company voted by all other holders of common stock Common Stock or such other voting securities of the Company securities; and (c) it will not sell the Shares Securities purchased by it hereunder to any purchaser if the number of Shares Securities sold to such purchaser, together with the number of shares of Common Stock issuable under any Equity Units sold to such purchaser in the Concurrent Offering (for the purpose of this determination, giving effect to the conversion of such Equity Units into the minimum number of underlying shares of Common Stock), would exceed [24.5] 22 million shares, unless approved by the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Metlife Inc)