Common use of Other Voting Matters Clause in Contracts

Other Voting Matters. Each Investor hereby agrees that such Investor will vote, or cause to be voted, all voting Stockholder Shares over which such Investor has the power to vote or direct the voting, either in person or by proxy, whether at a stockholders meeting, or by 17 written consent, in the manner in which the holders of a majority of the WS Shares directs in connection with the approval of any amendment or amendments to the Company's articles of incorporation or bylaws, the merger, share exchange, combination or consolidation of the Company with any other Person or Persons, the sale, lease or exchange of all or substantially all of the property and assets of the Company and its Subsidiaries on a consolidated basis, and the reorganization, recapitalization, liquidation, dissolution or winding-up of any of the Company and its Subsidiaries; provided, however that no such action shall (a) be inconsistent with the terms of this Agreement, or (b) have a material adverse effect on any Stockholder's rights or interests in respect of any Stockholder Shares, if such effect would be borne disproportionately by such Stockholder relative to the effect on the rights or interests of other Stockholders in respect of holdings of Stockholder Shares of the same class. PROVISIONS RELATING TO REGISTRATION OF STOCKHOLDER SHARES SECTION 9. DEMAND REGISTRATIONS

Appears in 1 contract

Sources: Investor Rights Agreement (Natg Holdings LLC)

Other Voting Matters. Each Investor Stockholder hereby agrees that such Investor Stockholder will vote, or cause to be voted, all voting Stockholder Shares over which such Investor Stockholder has the power to vote or direct the voting, either in person or by proxy, whether at a stockholders meeting, or by 17 written consent, in the manner in which the holders of a majority of the WS Shares Majority ▇▇ ▇▇▇▇▇▇ directs in connection with the (i) approval of any amendment or amendments to the Company's articles ’s Certificate of incorporation Incorporation or bylaws, the (ii) any merger, share exchange, combination or consolidation of the Company with any other Person or PersonsIndependent Third Party, (iii) the sale, lease or exchange of all or substantially all of the property and assets of the Company and its Subsidiaries on a consolidated basisbasis to an Independent Third Party, and or (iv) the reorganization, recapitalization, liquidation, dissolution or winding-up of any of the Company and its Subsidiaries; provided, however however, that no such action shall (a) be inconsistent with contravene the terms of this Agreement, or (b) have a material an adverse effect on any Stockholder's the rights or interests of any Stockholder in respect of any of its Stockholder Shares, if such effect Shares that would be borne disproportionately by such Stockholder relative to the effect of such action on the rights or interests of other Stockholders in respect of holdings of Stockholder Shares of the same class. PROVISIONS RELATING TO REGISTRATION OF STOCKHOLDER SHARES SECTION 9. DEMAND REGISTRATIONS, unless approved by holders of a majority of the Stockholder Shares so adversely affected.

Appears in 1 contract

Sources: Investor Rights Agreement (Roundy's Parent Company, Inc.)

Other Voting Matters. Each Investor Stockholder hereby agrees that such Investor Stockholder will vote, or cause to be voted, all voting Stockholder Shares over which such Investor Stockholder has the power to vote or direct the voting, either in person or by proxy, whether at a stockholders meeting, or by 17 written consent, in the manner in which the holders of a majority of the WS Shares Majority ▇▇ ▇▇▇▇▇▇ directs in connection with the (i) approval of any amendment or amendments to the Company's articles Certificate of incorporation Incorporation or bylaws, the (ii) any merger, share exchange, combination or consolidation of the Company with any other Person or PersonsIndependent Third Party, (iii) the sale, lease or exchange of all or substantially all of the property and assets of the Company and its Subsidiaries on a consolidated basisbasis to an Independent Third Party, and or (iv) the reorganization, recapitalization, liquidation, dissolution or winding-up of any of the Company and its Subsidiaries; provided, however however, that no such action shall (a) be inconsistent with contravene the terms of this Agreement, or (b) have a material an adverse effect on any Stockholder's the rights or interests of any Stockholder in respect of any of its Stockholder Shares, if such effect Shares that would be borne disproportionately by such Stockholder relative to the effect of such action on the rights or interests of other Stockholders in respect of holdings of Stockholder Shares of the same class. PROVISIONS RELATING TO REGISTRATION OF STOCKHOLDER SHARES SECTION 9. DEMAND REGISTRATIONS, unless approved by holders of a majority of the Stockholder Shares so adversely affected.

Appears in 1 contract

Sources: Investor Rights Agreement (Roundys Inc)

Other Voting Matters. Each Investor Stockholder (other than the DLJ Stockholders) hereby agrees that such Investor Stockholder will vote, or cause to be voted, all voting Stockholder Shares over which such Investor Stockholder has the power to vote or direct the voting, either in person or by proxy, whether at a stockholders meeting, or by 17 written consent, in the manner in which the holders of a majority of the Majority WS Shares Holders directs in connection with the approval of any amendment or amendments to the Company's articles certificate of incorporation or bylaws, the merger, share exchange, combination or consolidation of the Company with any other Person or PersonsIndependent Third Party, the sale, lease or exchange of all or substantially all of the property and assets of the Company and its Subsidiaries on a consolidated basisbasis to an Independent Third Party, and the reorganization, recapitalization, liquidation, dissolution or winding-up of any of the Company and its Subsidiaries; provided, however however, that no such action shall (a) be inconsistent with the terms of this Agreement, or (b) have a material adverse effect on any Stockholder's rights or interests in respect of any Stockholder Shares, if such effect Shares that would be borne disproportionately by such Stockholder relative to the effect on the rights or interests of other Stockholders in respect of holdings of Stockholder Shares of the same class. PROVISIONS RELATING TO REGISTRATION OF STOCKHOLDER SHARES SECTION 9. DEMAND REGISTRATIONS.

Appears in 1 contract

Sources: Investor Rights Agreement (Ziff Davis Media Inc)

Other Voting Matters. Each Investor Stockholder hereby agrees that such Investor Stockholder will vote, or cause to be voted, all voting Stockholder Shares over which such Investor Stockholder has the power to vote or direct the voting, either in person or by proxy, whether at a stockholders meeting, or by 17 written consent, in the manner in which the holders of a majority of the WS Shares Required Sponsors directs in connection with the approval of any amendment or amendments to the Company's articles certificate of incorporation or bylaws, the merger, share exchange, combination or consolidation of the Company with any other Person or PersonsIndependent Third Party, the sale, lease or exchange of all or substantially all of the property and assets of the Company and its Subsidiaries on a consolidated basisbasis to an Independent Third Party, and the reorganization, recapitalization, liquidation, dissolution or winding-up of any of the Company and its Subsidiaries; providedPROVIDED, however however, that no such action shall (a) be inconsistent with the terms of this Agreement, or (b) have a material adverse effect on any Stockholder's rights or interests in respect of any Stockholder Shares, if such effect Shares that would be borne disproportionately by such Stockholder relative to the effect on the rights or interests of any other Stockholders Stockholder in respect of holdings of Stockholder Shares of the same class. PROVISIONS RELATING TO REGISTRATION OF STOCKHOLDER SHARES SECTION 9. DEMAND REGISTRATIONS.

Appears in 1 contract

Sources: Investor Rights Agreement (Monterey Carpets Inc)