Voting Arrangement Clause Samples

Voting Arrangement. 9.1 The holders of the Series A Preference Shares, the holders of the Series B Preference Shares, the Ordinary Investor and the Management Shareholders hereby agree that the holders of the Series A Preference Shares and the holders of the Series B Preference Shares shall have the right to vote on an “as-if converted” basis, determined pursuant to the provisions of Article 9 of the Amended and Restated Articles of Association of the Company, as amended (the “Articles”) governing the conversion of the Series A Preference Shares and the Series B Preference Shares into Ordinary Shares, on any vote taken at any meeting, or in connection with any written consent, of the Company’s shareholders. Each of the Ordinary Investor and the Management Shareholders hereby agrees to take such action necessary to give effect to the foregoing, including voting or otherwise consenting with respect to a number of Ordinary Shares held by it as directed by (a) the holders of the Series A Preference Shares (with respect to the Series A Preference Shares) and (b) the holders of the Series B Preference Shares (with respect to Series B Preference Shares) so as to represent the additional Ordinary Shares such holders of the Series A Preference Shares and/or Series B Preference Shares, as applicable, would be entitled to receive if such holders had converted all of their then outstanding Series A Preference Shares and/or Series B Preference Shares, as the case may be, into Ordinary Shares the day of such vote or written consent. 9.2 The Company agrees not to effect any share split, reverse share split, share dividend, recapitalization, reclassification or similar transaction which will adversely affect the voting rights of the holders of the Series A Preference Shares or the holders of the Series B Preference Shares. 9.3 Each of the Shareholders hereby agrees to take such action necessary, including voting or otherwise consenting with respect to the Securities owned by it, or cause any representatives designated by such Shareholder to take such action necessary, including voting or otherwise consenting, as may be required under applicable Luxembourg law, to give full and timely effect to Article VII of the Articles with respect to the redemption of the Series A Preference Shares and the redemption of the Series B Preference Shares.

Voting Arrangement. The Holder hereby agrees that the then serving Chief Executive Officer of the Company (the “CEO”) shall have an undivided non-transferrable right to vote all of the Holder’s Shares issued upon exercise of this Warrant (collectively, the “Company Securities”) (A) to the extent the CEO holds shares of capital stock in the Company, consistent with how the CEO votes his or her shares of capital stock in the Company and (B) otherwise, in the CEO’s sole discretion acting in good faith, on all matters submitted to a vote of the stockholders of the Company at a meeting of stockholders or through the solicitation of a written consent of stockholders (whether of any individual class of stock or of multiple classes of stock voting together) for so long as the Holder is the record or beneficial owner of the Shares (the “Proxy Term”) which right shall continue until this subsection terminates pursuant to Section 2(e)(vii); provided that the CEO’s right to vote the Company Securities is not in any way used or exercised to take any action to treat the economic rights of the Company Securities differently from those of the other outstanding shares of Common Stock (as defined in the Restated Certificate). The Holder agrees that unless the CEO provides explicit written instruction to vote the Company Securities under this Section 2(e) or the CEO provides explicit written notice that the Holder shall be permitted by the CEO to vote in a manner other than as the CEO instructs, then the Holder shall abstain from voting any of the Company Securities (in person, by proxy or by action by written consent, as applicable) on all matters submitted to a vote of stockholders of the Company. For the avoidance of doubt, any power or authority not expressly granted to the CEO pursuant to this Section shall be retained by the Holder.

Voting Arrangement. Each Rollover Shareholder shall vote or cause to be voted all of the Shares beneficially owned (as determined pursuant to Rule 13d-3 under the Exchange Act) by it (i) in favor of the approval of the Merger Agreement and the transactions contemplated therein and (ii) against any other Acquisition Proposal at any shareholders meeting of the Company.

Voting Arrangement. All voting trusts or similar agreements or arrangements of which I have knowledge under which more than 5% of the Company’s outstanding common stock, on an as converted basis, is held or to be held are described below:

Voting Arrangement. (a) Each Holder hereby agrees to take such action as may be required so that all shares of voting securities of the Company beneficially owned (as such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934) by such Holder, whether now held or hereafter acquired by conversion, purchase or otherwise (the “Voting Stock”), are voted at each election of directors to the Board of Directors of the Company (the “Board”) (whether by written consent or at an annual or special meeting of stockholders) for: (i) the Chief Executive Officer of the Company; (ii) one representative nominated by ▇▇▇▇▇ and/or Affiliates of ▇▇▇▇▇; (iii) one representative nominated by Mellon and/or Affiliates of Mellon; (iv) one representative to be nominated by the Financial Investor (as defined below); and (v) one representative recommended by the Chief Executive Officer of the Company and nominated jointly by a majority of the outstanding shares of Series B Stock and Series A-1 Stock, who will be an outside director not employed by or otherwise affiliated with the Company, and initially to be _________________________. For purposes of this Section 1(a), “Affiliate” shall have the meaning set forth under Rule 144(a) of the Securities Act of 1933, as amended (the "Securities Act"), and for purposes of this Agreement shall include (A) a subsidiary or parent of a Holder, (B) a general, limited or retired partner of a Holder, (C) an affiliate fund of a Holder, (D) a member of a Holder that is a limited liability company, (E) a member of a limited liability company which is a member of a Holder, (F) the spouse, children, grandchildren or spouse of such children or grandchildren of a Holder, (G) senior employees of the manager of affiliated Holders that are investment funds, (H) persons and entities under common investment management with a Holder, or (I) trusts for the benefit of a Holder or such natural persons identified in clauses (F)-(H) above. For the purposes of this Section 1(a), the term “Financial Investor” shall mean an investor who purchases for cash at least Five Million Dollars ($5,000,000) worth of Series B Stock at a price per share equal to or in excess of $0.661179408 on substantially the same terms and conditions as in the Purchase Agreement (excluding any Holder and/or its Affiliates that is a party to this Agreement on the execution date hereof).

Voting Arrangement. Do you have knowledge of any voting trusts or similar agreements or arrangements pursuant to which more than 5% of the Company’s outstanding common stock, on an as converted basis, is subject are described below: ¨ Yes ¨ No If yes, please describe such agreements or arrangements below:

Voting Arrangement. Until August 3, 2001, the Executives will not, except in their capacities as members of the board of directors of the Company, directly or indirectly: (i) initiate the "solicitation" of proxies with respect to any Company common stock; or (ii) solicit proxies or become a participant or a "person conducting a solicitation" (as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934) with respect to any Company common stock in opposition to the recommendation of the board of directors of the Company with respect to any matters. In addition, until August 3, 2001, the Executives shall effect such action as may be necessary to insure that (i) all shares of Company common stock which are beneficially owned by them are voted in favor of all of the nominees to, and proposals of, the board of directors as approved by the board of directors, and (ii) are voted and deemed to be present in person or by proxy at all meetings of the shareholders of the Company so that all shares may be counted for purposes of determining the presence of a quorum at such meeting. The certificates representing the shares owned by the Executives shall not be legended to set forth the foregoing agreement, and any shares sold or transferred by the Executives following the date of this Agreement shall not be subject to the provisions of this Section 5 except to the extent to which such shares in the hands of the transferee are considered beneficially owned by either or both of the Executives. For purposes of this Agreement, the terms "beneficially own" and "beneficially owned" shall be determined in accordance with the provisions relating to beneficial ownership of securities included in Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

Voting Arrangement. All Investors and parties hereto agree that: (a) the Company’s Ordinary Shares shall be divided in Class A Ordinary Shares and Class B Ordinary Shares. Each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company; (b) each Class B Ordinary Share shall entitle the holder thereof to ten (10) votes on all matters subject to vote at general meetings of the Company. The Shares currently held by Snoweagle-s Limited and Diamondbird-s Limited, which are beneficially owned by ▇▇. ▇▇▇ ▇▇▇▇, shall be Class B Ordinary Shares, and any number of Class B Ordinary Shares held by a holder thereof will be automatically and immediately converted into an equal number of Class A Ordinary Shares upon the occurrence of any of the following: (i) any direct or indirect sale, transfer, assignment or disposition of such number of Class B Ordinary Shares by the holder thereof or the direct or indirect transfer or assignment of the voting power attached to such number of Class B Ordinary Shares through voting proxy or otherwise to any person that is not an Affiliate of such holder; for the avoidance of doubt, the creation of any pledge, charge, encumbrance or other third party right of whatever description on any of Class B Ordinary Shares to secure contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition under this clause (i) unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in a third party that is not an Affiliate of such holder holding directly or indirectly beneficial ownership or voting power through voting proxy or otherwise to the related Class B Ordinary Shares, in which case all the related Class B Ordinary Shares shall be automatically converted into the same number of Class A Ordinary Shares; or (ii) any direct or indirect sale, transfer, assignment or disposition of a majority of the issued and outstanding voting securities of, or the direct or indirect transfer or assignment of the voting power attached to such voting securities through voting proxy or otherwise, or the direct or indirect sale, transfer, assignment or disposition of all or substantially all of the assets of, a holder of Class B Ordinary Shares that is an entity to any person that is not an Affiliate of such holder; for the avoidance of doubt, the creation of any pledge, charge, encumbrance or other third party right of whatever...

Voting Arrangement. Each Rollover Shareholder shall vote or cause to be voted all of the Rollover Shares owned by him/her/it as set forth opposite such Rollover Shareholder’s name on Schedule A (i) in favor of the approval of the Merger Agreement and the transactions contemplated therein and (ii) against any other Acquisition Proposal at any shareholders meeting of the Company.