Voting Restrictions Clause Samples

Voting Restrictions. Section 3.01 Voting of Corner Store Common Stock. 23

Voting Restrictions a. Stockholder understands and agrees that if Stockholder attempts to vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Liquidia shall not, and Stockholder hereby unconditionally and irrevocably instructs Liquidia to not, record such vote, in each case, unless and until Stockholder shall have complied with the terms of this Agreement. b. Except as otherwise permitted by this Agreement, Stockholder will not commit any act that restricts Stockholder’s legal power, authority and right to vote all of the Shares or otherwise prevent or disable Stockholder from performing any of Stockholder’s obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement, Stockholder will not enter into any voting agreement with any person with respect to any of the Shares, grant any person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person limiting or affecting Stockholder’s legal power, authority or right to vote the Shares in accordance with this Agreement.

Voting Restrictions. (a) ▇▇. ▇▇▇▇▇ agrees to vote the shares of Common Stock or Class A Common Stock Beneficially Owned by him to effect the terms of Article II of this Agreement and on other matters to vote in a manner consistent with the terms of this Agreement. (b) The Stockholders agree to vote any shares of Common Stock or Series B Preferred Beneficially Owned by the Stockholders to effect the terms of Article II of this Agreement and on other matters to vote in a manner consistent with the terms of this Agreement.

Voting Restrictions. (a) In connection with the Company’s annual meeting of stockholders to be held during the calendar years ending December 31, 2008, 2009 and 2010, the Stockholders shall vote all of their Stockholder Shares (to the extent such Stockholder Shares have voting rights) in favor of the nominees for director designated by the Board, or any committee thereof, not in violation of this Article II. Further, on votes relating to all other matters, except as set forth in Section 2.3(b) below, and at all times that the Stockholder Shares that have voting rights collectively represent more than 35% of the outstanding Company Common Stock (the “ Threshold Percentage ”), but in no event for longer than the expiration of the Standstill Period (as defined as Article IV), all Stockholder Shares (to the extent such Stockholder Shares have voting rights) in excess of the Threshold Percentage (the “ Excess Threshold Shares ”) shall either be voted (i) as recommended by a majority of the Board of Directors, or (ii) in proportion to the votes cast with respect to the shares of Company Common Stock not owned by the Stockholders. Each Stockholder shall vote the number of Excess Threshold Shares held by such Stockholder in the manner set forth in the preceding sentence. The number of Excess Threshold Shares held by a Stockholder shall equal the multiple of (i) the total Excess Threshold Shares, and (ii) the quotient determined by dividing (x) the Stockholder Shares held by such Stockholder, by (y) the total number of Stockholder Shares. (b) Notwithstanding Section 2.3(a), the Stockholders may, in connection with any required vote of the Company’s stockholders, vote all of their Stockholder Shares at their discretion with respect to (i) any amendments to the Company’s Certificate of Incorporation or Bylaws, (ii) any recapitalization, restructuring or similar transaction or series of transactions involving the Company, (iii) any dissolution or complete or partial liquidation, or similar arrangement, of the Company, (iv) any merger, consolidation or other business combination of the Company, (v) any issuance of any shares of Company Common Stock, or (vi) any sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company to any Person, which, in the case of clause (ii), (iv) or (v), results in any one Person or Group of Persons becoming the benefici...

Voting Restrictions. (a) From the Closing Date until the first date on which XM Ventures and the Significant Stockholders hold less than 15% of the then outstanding shares of AMSC Common Stock (the "Mirror Voting Period"), XM Ventures and each Significant Stockholder shall, with respect to any vote or consent by the holders of AMSC Common Stock on any matter, be present in person or represented by proxy at any meeting of the AMSC stockholders to consider such matter, and shall vote such shares of AMSC Common Stock held by them, or sign any such consent, in proportion to the votes or consents of all other AMSC stockholders voting on or consenting to such matter. (b) Following the expiration of the Mirror Voting Period, XM Ventures and the Significant Stockholders shall vote the AMSC Common Stock held by XM Ventures and the Significant Stockholders, respectively, as each determines in its own discretion.

Voting Restrictions. Each of Thomson and Thomson-Reuters agree that it shall procure that no voting rights for the time being attaching to any shares in the other beneficially owned by it, or any of its Subsidiaries, are exercised on any resolution put to any shareholders meeting of the other.

Voting Restrictions. (a) Subject to Section 4(b), the Buyers will each consent to any amendment or waiver of their respective Transaction Documents if and only if a Majority of Buyers shall have agreed to identical amendments or waivers to their respective Transaction Documents; provided, however, that each Buyer shall have sole discretion to grant or withhold the waiver of any Non-General Default or Non-General Event of Default and to exercise remedies with respect thereto in accordance with the Repo Agreement to which it is party. (b) Notwithstanding Section 4(a), no Buyer shall be required to enter into or consent to any amendment or waiver of any term of this Agreement. Notwithstanding Section 4(a), no Buyer shall be required to enter into any amendment or waiver of any Transaction Document that would have the effect of: (i) reducing the Price Differential, the Repurchase Price of any Purchased Securities or the amount of any fees or indemnification under any Transaction Document payable in respect of any Transaction to which such Buyer is party or extending the time for payment of any such amounts; (ii) making any payment under the Repo Agreement to which such Buyer is party payable in money other than that stated in such agreement; or (iii) impairing the right of any Buyer to receive payment of Repurchase Price of and Price Differential on any Transaction to which such Buyer is party on or fees or indemnification thereunder on the due dates therefor or to institute a suit for the enforcement of any overdue payment on or with respect to the Transaction to which such Buyer is party. (c) Each Buyer will each declare or refrain from declaring the acceleration of the Repurchase Date following an Event of Default of the Seller under the Repo Agreement to which such Buyer is party in accordance with the decision of a Majority of Buyers; provided, however, that if such an Event of Default is a Non-General Event of Default, it shall be within the sole discretion of such Buyer whether to declare or refrain from declaring such acceleration if and only if such Buyer is a Buyer or group of Buyers comprising Instructing Buyers. (d) Each Buyer will give notice or refrain from the giving notice of a Material Affiliate Event under Section 5.3(a) of the Certificate, and will exercise or refrain from exercising, “Special Voting Rights” (as defined in the Certificate) following a Material Affiliate Event under the Certificate in accordance with the decision of a Majority of Buyers; provided...

Voting Restrictions. In accordance with the terms of existing obligations of the Company and Thermo, Thermo shall not exercise any right to vote the Shares in the election of directors of the Company as long as Thermo and its affiliates own 70% or more of the voting common stock of the Company.

Voting Restrictions. 4.2.1 Subject to Section 4.01, each Holder: (a) shall vote in accordance with the Board of Directors’ recommendation with respect to (i) elections of director nominees to the Board of Directors, (ii) the ratification of the appointment of New Parent’s independent registered public accounting firm, (iii) any “say-on-pay” proposal of New Parent, (iv) any stockholder proposal, or (v) any proposal related to an incentive compensation plan or material amendment thereof, in each case that is submitted to New Parent’s stockholders for approval, each Holder shall vote; and (b) may vote as they may determine in their sole discretion, with respect to any matters submitted to New Parent’s stockholders for approval other than those listed in Section 4.2.1(a). 4.2.2 In furtherance of Section 4.2.1 each Holder shall be present in person or represented by execution and submission to New Parent of the proxy card or voting instruction form solicited by New Parent or the Board of Directors at all meetings of stockholders to the extent necessary so that all voting securities of New Parent as to which they are entitled to vote shall be counted as present for the purpose of determining the presence of a quorum at such meeting. 4.2.3 A Holder shall be subject to the voting restrictions in Section 4.02 until the second anniversary of the Closing Date.