Voting Arrangements Clause Samples
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Voting Arrangements. 1.1. On any matter on which any Shares are entitled to vote, each Stockholder agrees that all of the respective Shares over which such Stockholder has voting control shall be voted in accordance with the determination of the ▇▇▇▇▇▇ Family Committee. Notwithstanding the generality of the foregoing, in the case of The ▇▇▇▇▇▇ Family Limited Partnership, the terms of this Section 1 shall apply only to that percentage of the Shares owned by the partnership that represent ownership interests other than the limited partnership interest of ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇.
1.2. In order to secure each Stockholder’s obligation to vote such Stockholder’s Shares in accordance with the provisions of Section 1.1, each Stockholder hereby appoints ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or, in the event of his resignation, death or Incapacity, such person as shall be designated in connection with each vote pursuant to Section 1.1 by the ▇▇▇▇▇▇ Family Committee (such person, the “Applicable Proxy”) as such Stockholder’s true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of such Stockholder’s Shares as provided for in Section 1.1. The proxies and powers granted by each Stockholder pursuant to this Section 1.2 are coupled with an interest and are given to secure the performance of the obligations under this Agreement. Such proxies and powers will be irrevocable until the termination of this Agreement and will survive the death or Incapacity of each such Stockholder who is an individual and the existence of each such Stockholder that is a trust or other entity.
1.3. Any Applicable Proxy acting hereunder may resign at any time and for any reason by a written notice delivered to each Member.
1.4. In the event that there shall be no Applicable Proxy or in the event that, for any reason, Section 1.2 shall be deemed invalid, each Stockholder agrees that he, she or it shall take all other necessary or desirable actions within such respective Stockholder’s control (including in such Stockholder’s capacity as a stockholder, trustee or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and/or execution of written consents in lieu of meetings) to vote all such Shares that may be voted on any matter in accordance with the provisions of Section 1.1. In such event, each Stockholder shall promptly send written notice advising that the shares within such Stockholder’s control have been voted, and, in the ca...
Voting Arrangements. (a) The Stockholder agrees that, during the time this Agreement is in effect, at any meeting of the stockholders of the Company (a "Company Stockholders' Meeting"), however called, and at every adjournment or postponement thereof, he, she or it shall (i) appear at the meeting or otherwise cause his, her or its Shares, to be counted as present thereat for purposes of establishing a quorum, (ii) vote, or execute consents in respect of, his, her or its Shares, or cause his, her or its Shares to be voted, or consents to be executed in respect thereof, in favor of the approval and adoption of the Merger Agreement (including any revised or amended Merger Agreement among Parent, Merger Sub, and the Company approved by the Company Board of Directors), and any action required in furtherance thereof and (iii) vote, or execute consents in respect of, his, her or its Shares, or cause his, her or its Shares to be voted, or consents to be executed in respect thereof, against (A) any proposal or offer, whether in writing or otherwise, from any Third Party to acquire beneficial ownership (as defined under Rule 13d-3 under the Securities Exchange Act of 1934, as amended ("Exchange Act")) of all or more than 15% of the assets of the Company, or 15% or more of any class of equity securities of the Company pursuant to a merger, consolidation or other business combination, sale of shares of stock, sale of assets, tender offer, exchange offer or similar transaction or series of related transactions, which is structured to permit such Third Party to acquire beneficial ownership of more than 15% of the assets of the Company, or 15% or more of any class of equity securities in the Company (each, a "Competing Transaction") or (B) any amendment of the Company Certificate of Incorporation or Company By-laws or other proposal, action or transaction involving the Company or any of the Company Stockholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement or to deprive Parent of any material portion of the benefits anticipated by Parent to be received from the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement, or change in any manner the voting rights of Company Common ...
Voting Arrangements. The Parties hereto hereby agree that they shall exercise the voting rights associated with their Common Stock in such manner as they shall be directed to do so by the Board of Directors of Getty Investments from time to time.
2.1 Such direction shall be given by notice in writing sent by Getty Investments to the Party in question. Any such notice may require the Party in question to appoint any Person nominated by Getty Investments as such Party's proxy to attend and vote the Common Stock on behalf of such Party at any shareholders' meeting of Getty Images.
Voting Arrangements. 1.1 ▇▇▇▇▇▇▇ (a) shall use his reasonable best efforts to cause individuals nominated or identified by Advance to be directors (“Directors”) on the board of directors (the “Board”) of the Company (the “Advance Designees”) to be elected as Directors by the Board and receive the recommendation of the Board to be nominated for election to the Board by the Stockholders and (b) shall vote all Equity Securities beneficially owned by ▇▇▇▇▇▇▇ that are entitled to vote for the election of Directors in favor of the Advance Designees in connection with any election of Directors to the Board, whether at a meeting of stockholders of the Company or through the solicitation of a written consent of stockholders of the Company (whether of any individual class of stock or of multiple classes of stock voting together) for the election of directors; provided that in each case, the Advance Designees are reasonably acceptable to ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ shall notify Advance of such acceptance (or rejection) of any Advance Designee, if applicable, in sufficient time for Advance to designate an alternative Advance Designee to be included as one of the Directors nominated to the Board that are recommended by the Board for election as Directors at each applicable annual or special meeting of stockholders at which Directors are to be elected. In the event that the Board fails to approve the nomination of any Advance Designee pursuant to its nomination procedures required by applicable Law, Advance shall have the right to designate one or more alternative Advance Designees for consideration until such nominee is so approved by the Board and ▇▇▇▇▇▇▇’▇ obligations as set forth in this Section 1.1 with respect to an Advance Designee shall apply to any such alternative Advance Designee until such time as all Advance Designees have been elected to the Board. Advance will not, without the consent of ▇▇▇▇▇▇▇, nominate or vote for any person as a director of the Company who is not an Advance Designee in accordance with this Section 1.1, a ▇▇▇▇▇▇▇ Nominee in accordance with Section 1.2 or who has not been nominated by the then incumbent directors.
1.2 Advance (a) shall, subject to the election of the Advance Designees to the Board, use its reasonable best efforts to cause the candidates nominated or identified by ▇▇▇▇▇▇▇ (the “▇▇▇▇▇▇▇ Nominees”) to be elected as Directors by the Board and receive the recommendation of the Board to be nominated for election to the Board by the Stockholders and (b) s...
Voting Arrangements. To the best of the Company's knowledge, there are no outstanding stockholder agreements, voting trusts, proxies or other arrangements or understandings among the stockholders of the Company relating to the voting of their respective shares.
Voting Arrangements. In addition to any vote or consent of the Board or the Shareholders of the Company required by Applicable Law, without the consent of the Trident Shareholders the Company shall not take any action or enter into any commitment to take any action to (and shall cause its Material Subsidiaries to not take any action or enter into any commitment to take any action to):
(a) amend, modify or waive the Organizational Documents or the charter, bye-laws or other organizational documents of any Material Subsidiary;
(b) make any material changes in the tax or accounting methods or policies or the tax elections of the Company or any Material Subsidiary (other than as required by Applicable Law or GAAP) that would have a materially adverse impact on the Trident Shareholders;
(c) enter into, amend in any material respect, waive or terminate any Related Party Agreement other than (i) the entry into a Related Party Agreement that is on an arm’s length basis and on terms no less favorable to the Company or the applicable Material Subsidiary than those that could be obtained from an unaffiliated third party and (ii) any reinsurance or other risk transfer arrangement with any Affiliate of the Enstar Shareholder in which all or substantially all of the underlying insurance risk is borne by the Affiliate of the Enstar Shareholder, provided, however, that any such reinsurance or other risk transfer transaction provides the Company a market rate fronting fee;
(d) enter into or effect any material transaction or series of related transactions outside of the ordinary course of business involving the purchase, lease, license, exchange or other acquisition (including by merger, consolidation, acquisition of stock or acquisition of assets) by the Company or any Material Subsidiary of any assets and/or equity interests of any Person that are material in amount to the Company and its Subsidiaries taken as a whole, other than the amalgamation of a subsidiary of the Company with Torus;
(e) except for a Change of Control effected in accordance with Section 3.03 which will not require the consent of the Trident Shareholders, enter into or effect any material transaction or series of related transactions outside of the ordinary course of business involving the sale, lease, license, exchange or other disposition (including by merger, consolidation, sale of stock or sale of assets) by the Company or any Material Subsidiary of any stock or assets that are material in amount to the Company and i...
Voting Arrangements. In addition to any vote or consent of the Directors or Stockholders required by Applicable Law, without the approval of DHC, the Company shall not, and shall not enter into any commitment to, and shall not permit any of its Subsidiaries to, or enter into any commitment to:
(a) amend, modify or waive any provision of the Charter or Bylaws or the governing documents of such Subsidiary or enter into, amend, modify or waive any provision of any written agreement among the Company and any of its stockholders or such Subsidiary and any of its equityholders (other than this Agreement which can only be amended pursuant to Section 8.10), in each case, in a manner (i) disproportionately adverse to the DHC Parties as compared to all other stockholders of the Company holding the same class of Company Shares as the DHC Parties or (ii) materially adverse to the DHC Parties (it being understood the amendment, modification, or waiver of any provision of the Charter or Bylaws or any such governing documents or the entering into, or amendment, modification or waiver of any provision of, any such agreements to permit the authorization and effect the issuance of Company Shares with preferences or priorities over the Company Common Stock shall not be deemed adverse to the DHC Parties in their capacity as holders of Company Common Stock; provided, that any amendment, modification, or waiver of any provision of the Charter or Bylaws or the governing documents of a Subsidiary or the entering into, or amendment, modification or waiver of any provision of, any agreements among the Company and any of its stockholders or a Subsidiary and any of its equityholders that would cause the Company to be in breach of, or be otherwise unable to comply with its obligations under, this Agreement shall be deemed materially adverse to the DHC Parties); or
(b) subject to Section 2.02, enter into, amend in any material respect, waive or terminate any Related Party Agreement or Related Party Transaction other than on terms that are on an arm’s length basis and no less favorable to the Company or the relevant Subsidiary than could be obtained from an unaffiliated third party.
Voting Arrangements. To the best of the Company's knowledge, ------------------- there are no outstanding shareholder agreements, voting trusts, proxies or other arrangements or understandings among the shareholders of the Company relating to the voting of their respective shares.
Voting Arrangements. There are no outstanding stockholder ------------------- agreements, voting trusts, proxies or other arrangements or understandings relating to the voting of any shares of the capital stock of the Company (other than the Voting Agreement (as defined below)).
Voting Arrangements. Stockholder hereby agrees that Proxyholder shall have the right to vote all Shares, in Proxyholder’s sole discretion, on all matters submitted to a vote of 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) except for the following (together, the “Excepted Matters”):
(i) Any amendment, restatement, alteration, repeal or waiver (whether by merger, consolidation or otherwise) of any provisions of the Company’s Restated Certificate of Incorporation as amended from time to time (the “Restated Certificate”) or bylaws, if such action would adversely alter, affect or change any of the powers, preferences or special rights of the Series G Preferred Stock but not so affect each other series of the Company’s preferred stock; provided, however, that the authorization or creation of a new series of the Company’s preferred stock that is senior or pari passu to the Series G Preferred Stock shall not, in and of itself, be deemed to be a change, repeal, waiver or amendment of any of the powers, preferences or special rights of the Series G Preferred Stock;
(ii) Any amendment, restatement, alteration, repeal or waiver (whether by merger, consolidation or otherwise) of any provision of the Series G Agreement or any Related Agreement (as defined in the Series G Agreement as in effect on the date hereof); provided that Stockholder acknowledges that each of the Series G Agreement or any Related Agreement may be amended, restated, altered, repealed or waived pursuant to the terms of such agreements without the required additional approval or consent of Stockholder, subject to the terms thereof;
(iii) Any conversion of the Series G Preferred Stock into Common Stock pursuant to the second sentence of Article V, Section 5.2(a) of the Restated Certificate as in effect on the date hereof (for the avoidance of doubt, excluding conversion pursuant to a Qualified Initial Public Offering pursuant to the first sentence of Article V, Section 5.2(a) of the Restated Certificate ); and
(iv) Any matters requiring the approval of holders of Series G Preferred Stock, voting as a separate series, pursuant to Article V, Section 6.2 of the Restated Certificate as in effect on the date hereof. With respect to the Excepted Matters, Stockholder shall have the right to (a) instruct Proxyholder in writing as to the manner in which the Shares h...