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 case of any action taken by written consent, shall promptly furnish a copy of the signed consent, to the ▇▇▇▇▇▇ Family Committee.
Appears in 15 contracts
Sources: Stockholders Agreement (James F. McCann 2012 Family Trust - Portion I), Stockholders Agreement (McCann James F III), Stockholders Agreement (Erin McCann 2005 Trust)
Voting Arrangements. 1.1. On any matter on which any Shares are entitled to vote, each Class B Stockholder agrees that shall vote all of the respective Shares over which such Class B 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 Class B Stockholder’s control (including in such Stockholder’s his or her 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 such matter as follows:
(a) in accordance with the determination of the ▇▇▇▇▇ Family Committee, acting by Majority Vote, except in the case of (i) a vote on a Going-Private Transaction, in which case acting by a Two-Thirds Majority Vote (it being understood and agreed that nothing in this Agreement shall be construed to require any matter Class B Stockholder to participate, directly or indirectly, as a buyer in any Going-Private Transaction) and (ii) a vote on a transaction that would result in a Change in Control, in which case acting by a Supermajority Vote; provided that, with respect to any Excluded Trust, the decisions of the ▇▇▇▇▇ Family Committee will be deemed non-binding recommendations and nothing in this Section 1.1(a) shall require the Trustees of the Excluded Trusts to act in accordance with the determination of the ▇▇▇▇▇ Family Committee; and
(b) with respect to any Excluded Trusts, in accordance with the determination of Excluded Trusts holding a majority of the Shares held by all of the Excluded Trusts, except in the case of a vote on a Going-Private Transaction or a transaction that would result in a Change of Control, in which case in accordance with the determination of Excluded Trusts holding two-thirds of the Shares held by all of the Excluded Trusts, in each case that are voted at a meeting of the Excluded Trusts; provided that (i) at least a majority of the then outstanding Shares held by all of the Excluded Trusts is represented at such meeting (including by proxy), (ii) all Excluded Trusts have been duly notified, or have waived notice, of such meeting in accordance with the provisions set forth in Section 4.2 (in analogous application thereof), (iii) such meeting may be attended telephonically or by other means by virtue of which all persons participating in the meeting can hear each other and (iv) notwithstanding the foregoing, any action required or permitted to be taken at any meeting of the Excluded Trusts may be taken without a meeting if Excluded Trusts representing a majority or, in the case of a Going-Private Transaction or a transaction that would result in a Change of Control, two-thirds of the then outstanding Shares held by all of the Excluded Trusts consent thereto in writing.
1.2. In order to secure each Class B Stockholder’s obligation to vote its, his or her Shares in accordance with the provisions of Section 1.1. In such event, each Stockholder Class B Stockholder, other than any Excluded Trust, hereby appoints such person as shall promptly send written notice advising that be designated in connection with each vote pursuant to Section 1.1 by the shares within such Stockholder’s control have been voted, and, in the case of any action taken by written consent, shall promptly furnish a copy of the signed consent, to the ▇▇▇▇▇▇ Family CommitteeCommittee (such person, the “Applicable Proxy”), as its, his or her true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of such Class B Stockholder’s Shares as provided for in Section 1.1. The Applicable Proxy may exercise the irrevocable proxy granted to it hereunder at any time any Class B Stockholder fails to comply with the provisions of Section 1.1. The proxies and powers granted by each Class B 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 terminated as provided in this Section 1.2 or the termination of this Agreement and will survive the death, incompetency and disability of each such Class B Stockholder who is an individual and the existence of each such Class B Stockholder that is a trust or other entity. It is understood and agreed that the Applicable Proxy will not use such irrevocable proxy unless a Class B Stockholder fails to comply with Section 1.1 and that, to the extent the Applicable Proxy uses such irrevocable proxy, it will only vote such Shares with respect to the matters specified in, and in accordance with the provisions of, Section 1.1.
1.3. In the event any action is taken by written consent pursuant to Section 1.1(b), the other Class B Stockholders shall be promptly notified of such written consent and such written consent shall be filed with the minutes of the proceedings of the Class B Stockholders.
1.4. The Trustees of the Excluded Trusts will discuss their voting intentions with the ▇▇▇▇▇ Family Committee in advance of any vote by the Class B Stockholders.
Appears in 6 contracts
Sources: Class B Stockholders’ Agreement (Dolan Charles F), Class B Stockholders’ Agreement, Class B Stockholders’ Agreement (Dolan Charles F)
Voting Arrangements. 1.1. On any matter on which any Shares are entitled 1.1 Effective immediately prior to vote, each Stockholder agrees that all the effectiveness of the respective Shares over which such Stockholder has voting control shall be voted Company’s Registration Statement on Form 8-A filed under the Exchange Act in accordance connection with the determination Public Offering and continuing thereafter during the existence of this Agreement, Proxyholder shall have the right to vote all the Proxy 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) (the “General Matters”), provided that if the Proxyholder is not ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, the Proxyholder shall vote all the Proxy Shares as directed by the board of directors of the Company (the “Board”) on all General Matters.
1.2. In order 1.2 Notwithstanding anything to secure each Stockholder’s obligation the contrary, (i) in no event shall the Proxyholder have the right to vote such Stockholder’s any Proxy Shares or have the right to instruct Stockholders to vote any Proxy Shares and (ii) Stockholders shall have the right to vote the Proxy Shares in accordance with the provisions of Section 1.1, each Stockholder hereby appoints ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ orany manner and in their sole and absolute discretion, in each case with respect to a vote or consent, 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) on:
(a) any amendments to the Governing Documents that would (i) impose any restrictions or amend any existing restrictions on transfer applicable to Equity Securities of the Company beneficially owned by Stockholders (and their Permitted Transferees), (ii) amend or waive any dividend rights applicable to Equity Securities of the Company owned by Stockholders (and their Permitted Transferees), (iii) amend or waive any liquidation rights applicable to Equity Securities of the Company owned by Stockholders (and their Permitted Transferees), and (iv) amend or waive any voting rights applicable to Equity Securities of the Company owned by Stockholders (and their Permitted Transferees);
(b) (i) a Change of Control of the Company or (ii) any other merger, consolidation, business combination, sale or acquisition of the Company with or into a Person other than the Company and its subsidiaries, in each case to the extent such event results in adverse changes in the rights or preferences of his resignationStockholders as holders of Equity Securities of the Company, death as determined in the reasonable judgment of Stockholders;
(c) the liquidation, dissolution, or Incapacitywinding up of the business operations of the Company;
(d) any proposal to effect the conversion of all then-outstanding shares of Class B Common Stock into an equivalent number of fully paid and nonassessable shares of Class A Common Stock, 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 7.1 of substitution, to vote all Part A 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 Article V of the obligations PubCo Charter or otherwise; and
(e) any transaction with any director or officer of the Company or any “associate” (as defined in Rule 12b-2 promulgated under this Agreement. Such proxies and powers will be irrevocable until the termination Exchange Act) of this Agreement and will survive the death or Incapacity of each any 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 Person or in which any director or officer of the event that, for any reason, Section 1.2 Company has a material financial interest (which shall be deemed invalid, each Stockholder agrees that he, she to not include (i) any benefits plans or it shall take all other necessary equity compensation plans or desirable actions within stock plans which are not exclusively or primarily for the benefit of directors or officers or (ii) interests resulting solely from such respective StockholderPerson’s control (including in such Stockholder’s capacity pro rata interest as a stockholder, trustee or otherwise, holder of Equity Securities of the Company).
1.3 The Company and including, without limitation, attendance at meetings in person or by proxy for purposes Proxyholder will provide Stockholders with prompt written notice 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 on which Proxyholder votes Proxy Shares along 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 case of any action taken by written consent, shall promptly furnish a copy of the signed consent, to applicable written consent or minutes of the ▇▇▇▇▇▇ Family CommitteeCompany’s stockholders within five (5) Business Days of such vote.
Appears in 3 contracts
Sources: Voting Agreement (Reddit, Inc.), Voting Agreement (Huffman Steve Ladd), Voting Agreement (Reddit, Inc.)
Voting Arrangements. 1.1. On any matter on which any Shares are entitled to vote, each Class B Stockholder agrees that shall vote all of the respective Shares over which such Class B 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 Class B Stockholder’s control (including in such Stockholder’s his or her 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 such matter as follows:
(a) prior to the death or Permanent Incapacity of both ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇ (the “Transition Time”), in accordance with the determination of a majority of the Shares voted at a meeting of the Class B Stockholders; provided that (i) at least a majority of the then outstanding Shares is represented at such meeting (including by proxy), (ii) all Class B Stockholders have been duly notified, or have waived notice, of such meeting in accordance with the provisions set forth in Section 4.2 (in analogous application thereof), (iii) such meeting may be attended telephonically or by other means by virtue of which all persons participating in the meeting can hear each other and (iv) notwithstanding the foregoing, any matter action required or permitted to be taken at any meeting of the Class B Stockholders may be taken without a meeting if holders representing a majority of the then outstanding Class B Common Stock consent thereto in writing (such a majority, the “Class B Majority”);
(b) after the Transition Time,
(i) in accordance with the determination of the ▇▇▇▇▇ Family Committee, acting by Majority Vote, except in the case of (x) a vote on a Going-Private Transaction, in which case acting by a Two-Thirds Majority Vote (it being understood and agreed that nothing in this Agreement shall be construed to require any Class B Stockholder to participate, directly or indirectly, as a buyer in any Going-Private Transaction) and (y) a vote on a transaction that would result in a Change in Control, in which case acting by a Supermajority Vote; provided that, with respect to any Excluded Trust, the decisions of the ▇▇▇▇▇ Family Committee will be deemed non-binding recommendations and nothing in this Section 1.1(b)(i) shall require the Trustees of the Excluded Trusts to act in accordance with the determination of the ▇▇▇▇▇ Family Committee; and
(ii) with respect to any Excluded Trusts, in accordance with the determination of Excluded Trusts holding a majority of the Shares held by all of the Excluded Trusts, except in the case of a vote on a Going-Private Transaction or a transaction that would result in a Change of Control, in which case in accordance with the determination of Excluded Trusts holding two-thirds of the Shares held by all of the Excluded Trusts, in each case that are voted at a meeting of the Excluded Trusts; provided that (w) at least a majority of the then outstanding Shares held by all of the Excluded Trusts is represented at such meeting (including by proxy), (x) all Excluded Trusts have been duly notified, or have waived notice, of such meeting in accordance with the provisions set forth in Section 4.2 (in analogous application thereof), (y) such meeting may be attended telephonically or by other means by virtue of which all persons participating in the meeting can hear each other and (z) notwithstanding the foregoing, any action required or permitted to be taken at any meeting of the Excluded Trusts may be taken without a meeting if Excluded Trusts representing a majority of the then outstanding Shares held by all of the Excluded Trusts consent thereto in writing.
1.2. In order to secure each Class B Stockholder’s obligation to vote its, his or her Shares in accordance with the provisions of Section 1.1. In such event, each Class B Stockholder hereby appoints such person as shall promptly send written notice advising that be designated in connection with each vote pursuant to Section 1.1 by the shares within such Stockholder’s control have been voted, and, in Class B Majority or the case of any action taken by written consent, shall promptly furnish a copy of the signed consent, to the ▇▇▇▇▇▇ Family Committee, as the case may be (such person, the “Applicable Proxy”), as its, his or her true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of such Class B Stockholder’s Shares as provided for in Section 1.1; provided that the irrevocable proxy granted hereunder by the Excluded Trusts shall terminate at the Transition Time. The Applicable Proxy may exercise the irrevocable proxy granted to it hereunder at any time any Class B Stockholder fails to comply with the provisions of Section 1.1. The proxies and powers granted by each Class B 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 terminated as provided in this Section 1.2 or the termination of this Agreement and will survive the death, incompetency and disability of each Class B Stockholder who is an individual and the existence of each Class B Stockholder that is a trust or other entity. It is understood and agreed that the Applicable Proxy will not use such irrevocable proxy unless a Class B Stockholder fails to comply with Section 1.1 and that, to the extent the Applicable Proxy uses such irrevocable proxy, it will only vote such Shares with respect to the matters specified in, and in accordance with the provisions of, Section 1.1.
1.3. In the event any action is taken by written consent pursuant to Section 1.1(a) or Section 1.1(b)(ii), the other Class B Stockholders or Excluded Trusts, as the case may be, shall be promptly notified of such written consent and such written consent shall be filed with the minutes of the proceedings of the Class B Stockholders or Excluded Trusts, as the case may be.
1.4. After the Transition Time, the Trustees of the Excluded Trusts will discuss their voting intentions with the ▇▇▇▇▇ Family Committee in advance of any vote by the Class B Stockholders.
Appears in 3 contracts
Sources: Class B Stockholders’ Agreement (Cablevision Systems Corp /Ny), Class B Stockholders’ Agreement (Madison Square Garden, Inc.), Class B Stockholders’ Agreement (Cablevision Systems Corp /Ny)
Voting Arrangements. 1.1. On any matter on which any Shares are entitled (a) During the Standstill Period, the Purchaser agrees to vote, or cause to be voted, all shares of Common Stock Beneficially Owned by the Purchaser or its Affiliates, or over which the Purchaser or its Affiliates has voting control, from time to time and at all times, in whatever manner necessary to ensure that at each Stockholder agrees that all annual or special meeting of the respective Shares over stockholders at which such Stockholder has voting control an election of directors is held or pursuant to any written consent of the stockholders, the nominees of the Nominating and Corporate Governance Committee who are not Designees shall be voted in accordance with elected to the determination Board and that no such nominee may be removed from office unless such removal is recommended by the Nominating and Corporate Governance Committee.
(b) The Purchaser hereby constitutes and appoints as its proxy and hereby grants a power of attorney to the President of the ▇▇▇▇▇▇ Family Committee. Notwithstanding the generality Company, and to a designee of the foregoingUnaffiliated Directors (to be determined by such Unaffiliated Directors), in the case and each 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-factthem, with full power of substitution, with respect to the matters set forth in Section 2.2(a) hereto, and hereby authorizes each of them to represent and vote, if and only if the Purchaser (i) fails to vote, or (ii) attempts to vote (whether by proxy, in person or by written consent), in each case, in a manner which is inconsistent with the terms thereof, all of such Stockholderthe Purchaser’s Shares as provided for and its Affiliates shares of Common Stock in the manner required to give effect to Section 1.12.2(a). The proxies Each of the proxy and powers power of attorney granted by each Stockholder pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Section 1.2 are Agreement and, as such, each is coupled with an interest and are given shall be irrevocable unless and until this Agreement terminates or expires in accordance with its terms. The Purchaser and its Affiliates hereby revoke any and all previous proxies or powers of attorney with respect to secure the performance shares of Common Stock owned by the Purchaser and its Affiliates and shall not hereafter, unless and until this Agreement terminates or expires pursuant to its terms, purport to grant any other proxy or power of attorney with respect to any of the obligations under shares of Common Stock owned by the Purchaser and its Affiliates, deposit any of such shares into a voting trust or enter into any agreement (other than this Agreement. Such proxies ), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any such shares, in each case, in any manner that could reasonably be expected to contravene, limit or otherwise conflict with the proxy and powers will be irrevocable until power of attorney granted pursuant to the termination first sentence 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 entitySection 2.2(b).
1.3. Any Applicable (c) The Purchaser agrees that the director compensation package for all non-employee directors: (i) may not be reduced or materially modified (including the cash/equity ratio of consideration) from what is set forth in the Company’s most recently filed Proxy acting hereunder Statement on Form DEF 14A with the SEC without the approval of a majority of the Unaffiliated Directors, and (ii) may resign at any time be increased if, based on the advice and for any reason by a written notice delivered to each Membercounsel of independent compensation consultants, the Compensation Committee determines an increase in director compensation is warranted.
1.4. In the event that there shall be no Applicable Proxy or in the event (d) The Purchaser agrees that, without the approval of a majority of the Unaffiliated Directors, the indemnification, expense reimbursement and exculpation arrangements for all directors and officers of the Company may not be reduced or materially modified in any reasonmanner, 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 the Company’s charter 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, andbylaws, in the case of any action taken by written consentindemnification agreements entered into between the Company such directors and officers, shall promptly furnish a copy or in the amount or nature of the signed consent, to the ▇▇▇▇▇▇ Family CommitteeCompany’s Director and Officer liability insurance policies.
Appears in 3 contracts
Sources: Governance, Voting and Standstill Agreement, Governance, Voting and Standstill Agreement (Fujian Thai Hot Investment Co., LTD), Governance, Voting and Standstill Agreement (Alliance HealthCare Services, Inc)
Voting Arrangements. 1.1. On Each Stockholder, revoking (or causing to be revoked) any matter proxies that he or it has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on which any Shares are entitled to votebehalf of such Stockholder, 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, for and in the case name, place and stead of The ▇▇▇▇▇▇ Family Limited Partnershipsuch Stockholder, to take the terms following actions for the sole purpose 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 fulfilling such Stockholder’s obligations under Section 2.01(b) above: (a) attend any and all Company Stockholder Meetings; (b) vote, express consent or dissent or issue instructions to the record holder to vote no less than half such Stockholder’s Existing Shares in accordance with the provisions of Section 1.12.01(b) at any such meeting; and (c) grant or withhold, each Stockholder hereby appoints ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ oror issue instructions to the record holder to grant or withhold, in consistent with the event provisions of his resignationSection 2.01, death or Incapacity, such person as shall be designated in connection all written consents with each vote pursuant respect 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 no less than half of such Stockholder’s Shares as provided for in Section 1.1Existing Shares. The proxies and powers granted by each Stockholder pursuant foregoing proxy shall be deemed to this Section 1.2 are be a proxy coupled with an interest and are is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder) until the end of the Agreement Period. Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary of the Company. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.02 is given in connection with and granted in consideration of and as an inducement to Parent entering into the Merger Agreement and that such irrevocable proxy is given to secure the performance obligations of the obligations Stockholder under Section 2.01. The irrevocable proxy set forth in this Agreement. Such proxies Section 2.02 is executed and powers will intended to be irrevocable until irrevocable, subject, however, to automatic termination upon the termination of this the Agreement Period. Parent covenants and will survive the death or Incapacity of agrees with 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 Parent will exercise 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 foregoing 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 consistent with the provisions of Section 1.12.01. In such event, each Nothing in this Section 2.02 shall in any way (i) limit the authority and power of any Stockholder shall promptly send to attend any Company Stockholders Meeting and to vote (or cause to be voted) or deliver a written notice advising that consent (or cause a written consent to be delivered) with respect to proposals not included within the shares scope of or prohibited by Section 2.01(b) or (ii) grant any authority or power to Parent to take any action not expressly included within such Stockholder’s control have been voted, and, in the case scope of the proxy granted by this Section 2.02 (including without limitation the taking of any action taken by written consent, shall promptly furnish a copy to elect or remove members of the signed consent, to board of directors of the ▇▇▇▇▇▇ Family CommitteeCompany).
Appears in 1 contract