Voting of Common Stock. VHA agrees that from and after the date of the Closing through the fifth anniversary of the Closing (the "FIFTH ANNIVERSARY"), and for as long after the Fifth Anniversary as the outstanding shares of Common Stock (including the Shares and any outstanding Restricted Shares and Vested Shares (as such terms are defined in Article II of that certain Amendment to Amended and Restated Common Stock and Warrant Agreement, dated as of October 18, 2000, by and between the Company and VHA (the "COMMON STOCK AND WARRANT AGREEMENT"))) beneficially owned by VHA together with all "affiliates" (which for purposes of this Agreement (other than Section 3.12) shall have the meaning given such term in Rule 144(a)(1) promulgated under the 1933 ▇▇▇) ▇▇ VHA is greater than 49.9% of the then outstanding Common Stock of the Company (the entire such period, the "RESTRICTED PERIOD"), VHA shall, and shall cause its affiliates to, vote all Shares it holds or is entitled to vote in proportion to the votes cast by all other stockholders of the Company in connection with each matter submitted to the Company's stockholders for approval. In the event that the outstanding shares of Common Stock (including the Shares and any outstanding Restricted Shares and Vested Shares) beneficially owned by VHA and its affiliates exceeds 35% but does not exceed 49.9% of the then outstanding Common Stock of the Company, the Shares shall be considered Excess Shares (as such term is defined in Section 6.1 of the Common Stock and Warrant Agreement).
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Voting of Common Stock. VHA agrees that from and after the date of the Closing through the fifth anniversary of the Closing (the "FIFTH ANNIVERSARY"), and for as long after the Fifth Anniversary as the outstanding shares of Common Stock (including the Shares and any outstanding Restricted Shares and Vested Shares (as such terms are defined in Article II of that certain Amendment to Amended and Restated Common Stock and Warrant Agreement, dated as of October 18, 2000, by and between the Company and VHA (the "COMMON STOCK AND WARRANT AGREEMENT"))) beneficially owned by VHA together with all "affiliates" (which for purposes of this Agreement (other than Section 3.12) shall have the meaning given such term in Rule 144(a)(1) promulgated under the 1933 ▇▇▇▇ ▇▇▇) ▇▇ of VHA is greater than 49.9% of the then outstanding Common Stock of the Company (the entire such period, the "RESTRICTED PERIOD"), VHA shall, and shall cause its affiliates to, vote all Shares it holds or is entitled to vote in proportion to the votes cast by all other stockholders of the Company in connection with each matter submitted to the Company's stockholders for approval. In the event that the outstanding shares of Common Stock (including the Shares and any outstanding Restricted Shares and Vested Shares) beneficially owned by VHA and its affiliates exceeds 35% but does not exceed 49.9% of the then outstanding Common Stock of the Company, the Shares shall be considered Excess Shares (as such term is defined in Section 6.1 of the Common Stock and Warrant Agreement).
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