Other Voting Matters. Each Stockholder hereby agrees that, so long as this Agreement shall remain in effect and Vestar and its Affiliates, but not any other Permitted Transferee of any thereof, beneficially own on a fully diluted basis an aggregate number of shares of Common Stock not less than half (1/2) of the number of shares of Common Stock beneficially owned on a fully diluted basis by Vestar on the date of its execution and delivery of this Agreement, such Stockholder will vote all of the Securities owned or held of record by such Stockholder to ratify, approve and adopt any and all actions adopted or approved by the Board of Directors of the Company, except that such Stockholder may vote such Stockholder's shares of Series A Preferred Stock, Series B Preferred Stock or Junior Preferred Stock, if any, in such Stockholder's sole discretion with respect to any matter on which holders of such preferred stock are entitled to vote as a separate class pursuant to applicable law, the Certificate of Incorporation of the Company or the certificate of designations or any other specified designations, rights, preferences, or powers of such preferred stock.
Appears in 1 contract
Sources: Subscription Agreement (Cluett Peabody & Co Inc /De)
Other Voting Matters. Each Stockholder other than the Original Equity Holders hereby agrees that, so long as this Agreement shall remain in effect and Vestar and its Affiliates, but not any other Permitted Transferee of any thereof, beneficially own on a fully diluted basis an aggregate number of shares of Common Stock not less than half (1/2) of the number of shares of Common Stock beneficially owned on a fully diluted basis by Vestar on the date of its execution and delivery of this Agreement, such Stockholder will vote all of the Securities owned or held of record by such Stockholder to ratify, approve and adopt any and all actions adopted or approved by the Board of Directors of the Company, except that such Stockholder may vote such Stockholder's shares of Series A Preferred Stock, Series B Preferred Stock or Junior Preferred Stock, if any, in such Stockholder's sole discretion with respect to any matter on which holders of such preferred stock are entitled to vote as a separate class pursuant to applicable law, the Certificate of Incorporation of the Company or the certificate of designations or any other specified designations, rights, preferences, or powers of such preferred stock.
Appears in 1 contract
Sources: Stockholders' Agreement (Cluett Peabody & Co Inc /De)