Voting of Common Shares Clause Samples
Voting of Common Shares. During the term of this Agreement and prior to the conversion of all of the Preferred Shares, the following provisions will apply: SLOPI and its Affiliates shall be entitled to vote, in its or their complete discretion, and on all matters, such number of its Common Shares that, when added to the votes represented by the Preferred Shares, constitute an aggregate of up to 23% of the then outstanding votes eligible to be cast for such matter. After the conversion of all the Preferred Shares, SLOPI and its Affiliates shall be entitled to vote, in its or their complete discretion, and on all matters, such number of its Common Shares that constitute up to 23% of the then outstanding votes eligible to be cast for such matter. If only a portion of the Preferred Shares has been converted, the voting shall be prorated between the Common Stock and Preferred Stock for a total of up to 23% of the then outstanding eligible votes to be cast for such matter. With respect to those Common Shares, if any, that are in excess of the above amounts of the then outstanding votes eligible to be cast for such matter (the "Excess Shares"), SLOPI shall vote such Excess Shares pro rata with the votes of all shares, other than the Excess Shares, that are actually voted for, against or abstain from voting on each matter. Notwithstanding the previous sentence, SLOPI shall have complete discretion in voting all of its Common Shares and Preferred Shares on any matter (i) that constitutes a Business Combination Transaction, (ii) that would involve a change of control of TMR (for purposes of this section a change in control shall mean the acquisition by a Person other than SLOPI or its Affiliates of Beneficial Ownership of more than 50% of the then outstanding shares of Common Stock), or (iii) with respect to which a vote is taken when any of the following shall have occurred or shall exist: (w) the Average Per Share Market Value for TMR's Common Stock with respect to the day in which the matter is voted upon has been less than $5.50 per share (such amount to be appropriately adjusted to give effect to stock splits, reverse splits, stock dividends, reclassifications, share exchanges, dividends and distributions for which adjustments to the conversion price of the Preferred Shares may be made), (x) there are any accrued but unpaid dividends on any Preferred Shares, (y) TMR shall have failed to issue the additional shares of Common Stock required to be issued pursuant to Section 2.7, or (z) th...
Voting of Common Shares. At any meeting of the Company's shareholders held for the purpose of voting upon the Company Proposals, all of the Common Shares then owned by Parent, Purchaser or any other subsidiaries of Parent shall be voted in favor of the Company Proposals.
Voting of Common Shares. During the term hereof, the Holders agree to vote all Common Shares beneficially owned by them in accordance with the recommendations of a majority of the Board of Trustees on any matter submitted to a vote of shareholders other than on any of the following matters: (i) a merger, consolidation or liquidation of the Trust or a sale by the Trust of all or substantially all of its assets and (ii) any amendment to the Declaration of Trust of the Trust which, in the reasonable judgment of a majority of the Board of Trustees, adversely affects the rights of shareholders. In any event, during the term hereof, the Holders agree to vote all Common Shares beneficially owned by them in favor of (i) any financing for which shareholder approval is sought, including without limitation, any financing having the terms referenced in clause (ii) of the first sentence of Section 9(a), and (ii) the SSI/TNC Transaction, provided that, in each case, the financing or transaction is recommended by a majority of the Board of Trustees. As used herein, the term "SSI/TNC Transaction" means the transaction contemplated by the letter of intent among the Trust, Safeguard Scientifics, Inc. ("SSI") and The ▇▇▇▇▇▇▇ Company, which letter of intent is being executed on the date hereof.
Voting of Common Shares. Except as otherwise required by law or other agreement to which the Fund is or may become a party and other than with respect to the election of Directors as set forth above, the Fund shall vote all Common Shares directly or indirectly held by it in accordance with the recommendations made by the Board with respect to the matter being voted on.
Voting of Common Shares. 2.1 Until the date which is six months from the date that Consideration Securities are issued to GF BVI (the “Expiration Date”), at any meeting of the shareholders of Resources at which GF BVI is entitled to vote the Consideration Securities, or at any adjournment or postponement thereof, or in any other circumstances where the vote, consent or other approval (including by written consent in lieu of a meeting) of GF BVI, as a holder of Consideration Securities, is sought, GF BVI will vote or cause to be voted all of the Consideration Securities then held, directly or indirectly, by GF BVI in accordance with any recommendation or proposal of the board of directors of Resources, with respect to the following matters only:
(a) the nomination and election of directors; and
(b) the appointment of auditors and the payment of remuneration thereto, (together, the “Approval Matters”).
2.2 GF BVI will, on the date that the Consideration Securities are issued to GF BVI, complete, execute and deliver to Resources a proxy in the form attached hereto as Schedule A (the “Proxy”), which, subject to the terms of this Agreement and the Proxy, will be irrevocable to the fullest extent permissible by law up to and including the Expiration Date with respect to the Approval Matters.
2.3 Prior to the Expiration Date GF BVI will not enter into any agreement or understanding with any Person the effect of which would be inconsistent or contrary to the provisions of this Agreement.
2.4 Notwithstanding any provision in this Section 2, GF BVI will not be obliged, and the holder of any proxy granted on behalf of GF BVI will not be entitled, to vote Consideration Securities in the manner provided therein if at the time of such vote there will be in force any order or decree of a governmental authority restraining or enjoining GF BVI or the holder of any proxy granted on behalf of GF BVI from voting Consideration Securities; provided that, such order or decree is not the result of any breach of representation, warranty, covenant or agreement of GF BVI in this Agreement and provided further that GF BVI has notified Resources of such order or decree, to the extent that GF BVI is aware of same.
Voting of Common Shares. 2.1 Immediately following the closing of the Assignment Agreement, the Shareholders shall vote their Common Shares so that the Board of Directors of the Corporation (the "Board") shall be comprised of five (5) directors and so that two nominees of Tsaparas and McAl▇▇▇▇▇, ▇▇llectively, two nominees of PCR and one nominee of Teck and Cominco, collectively, are appointed directors of the Corporation as follows: 52 - 4 - SHAREHOLDER NOMINEE Tsaparas/McAl▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇p▇▇▇▇ Tsaparas/McAl▇▇▇▇▇ Coli▇ ▇▇▇▇▇▇▇▇▇ PCR Dona▇▇ ▇▇▇▇▇ PCR Ken ▇▇▇ Spil▇▇▇▇▇ (▇▇ck/Cominco) Wayn▇ ▇▇▇▇▇▇▇▇▇ ▇▇e Shareholders further agree to vote their Common Shares to appoint each of Tsaparas and Cai to the Board of Directors of the Corporation for a three year term and each of McAl▇▇▇▇▇, ▇▇ck▇ ▇▇▇ Spil▇▇▇▇▇ ▇▇▇ a one year term. Thereafter, the nominees of the respective Shareholders shall be as determined from time to time by such Shareholders. In the event that a person on the Board shall be open for any reason whatsoever, the Shareholder whose nominee shall have formerly occupied such position shall be entitled to nominate a new director to fill such vacancy.
2.2 If a nominee to the Board of one of the Shareholders should resign or be removed, then the Shareholders agree to exercise their rights as shareholders of the Corporation and in accordance with this Agreement and the Articles of the Corporation to elect such individuals as is nominated by such Shareholder or Shareholders whose original nominee it is that has resigned or been removed
2.3 The Shareholders further agree that at the Corporation's next annual general meeting following the date of this Agreement they shall vote their Common Shares in such a manner as to:
(a) increase the size of the Corporation's Board of Directors to seven (7) members, to appoint the five (5) individuals specified in section 2.1 in the manner therein described (the "Original Directors") and to appoint two (2) new directors, one of whom shall be a nominee of PCR and the second of whom shall be a nominee of the Original Directors, acting as a Board:
(b) approve the issuance of 60,241 additional performance escrow shares as described in section 3.1(b) and
(c) cause the Corporation to change its corporate name to such new name as may be approved by the Original Directors and the regulatory authorities having jurisdiction.
2.4 recognized and included in the voting at such shareholders meeting, all in accordance with the provisions of this Agreement.
Voting of Common Shares. (1) Provided ▇▇▇▇▇▇▇ has complied with its obligations with respect to the Nomination Right in all material respects, for so long as Weichai continues to hold at least fifteen percent (15%) of the outstanding Common Shares, Weichai covenants and agrees with ▇▇▇▇▇▇▇ to vote, or to cause to be voted, all of the Voting Shares over which it exercises control or direction in a manner not contrary to the recommendation of the Board of ▇▇▇▇▇▇▇ at each meeting of shareholders of ▇▇▇▇▇▇▇ as set out in the applicable management information circular of ▇▇▇▇▇▇▇, with Weichai either:
(a) voting "for"; or
(b) abstaining from voting on (but not withholding), each matter of business that is in relation to the election of ▇▇▇▇▇▇▇ directors (other than those served by the Weichai’s Director Nominees) and all other matters which require ▇▇▇▇▇▇▇’▇ shareholders to enact them by passing ordinary resolutions pursuant to the applicable laws, regulations, listing rules or the Articles of ▇▇▇▇▇▇▇, as amended from time to time (save for any such matter which is reasonably expected to have impact on the Weichai’s shareholder rights, in which case Weichai shall be entitled to vote or to cause to be voted, all of the Voting Shares over which it exercises control or direction in its own discretion) (each, a “▇▇▇▇▇▇▇ Recommended Vote”).
(2) In respect of any meeting of shareholders of ▇▇▇▇▇▇▇, Weichai will, promptly upon request by ▇▇▇▇▇▇▇, either:
(a) provide ▇▇▇▇▇▇▇ with evidence that it has already submitted voting instructions on each ▇▇▇▇▇▇▇ Recommended Vote in accordance with its obligations under Section 2.7(1); or
(b) provide ▇▇▇▇▇▇▇ with a proxy or the information necessary to enable ▇▇▇▇▇▇▇ to complete voting instructions on behalf of Weichai on each ▇▇▇▇▇▇▇ Recommended Vote in the manner not contrary to the recommendations in the applicable management information circular of ▇▇▇▇▇▇▇.
(3) For avoidance of doubt, with respect to any matters which shall require ▇▇▇▇▇▇▇’▇ shareholders to enact them by passing special resolutions, Weichai shall be entitled to vote or to cause to be voted, all of the Voting Shares over which it exercises control or direction in its own discretion.
Voting of Common Shares. Except as otherwise provided by law or otherwise provided herein, each of the Common Shares shall have one vote. Table of Contents Any action to be taken upon a vote of the holders of the Common Shares must be taken at an annual or special meeting of shareholders, provided, however, any vote may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by all the shareholders entitled to vote with respect to the subject matter thereof.
Voting of Common Shares. Citibank and its affiliates shall not exercise any voting rights with respect to any Common Shares recorded in the BEACON Account. This provision shall not preclude Citibank or its affiliates from voting Common Shares that are not held in connection with a Transaction. The provisions of this paragraph shall not remain in force or effect (i) during an Unwind Period, unless Counterparty has elected or been deemed to have elected Full Physical Settlement in accordance with the provisions of paragraph 6(a) or 6(b) and performed in accordance with Section 6(b), or (ii) at any time an Event of Default or Termination Event has occurred and is continuing and with respect to which Counterparty is the Defaulting Party or an Affected Party.
Voting of Common Shares. Except as otherwise provided by law or otherwise provided herein, each of the Class A Common Shares, Class B Common Shares and Class C Common Shares shall have one vote and shall vote as a single class;