Class Vote Sample Clauses

Class Vote. In the event that there is a proposal for any action which requires the approval of the holders of shares of Splitco Series B Stock, voting as a separate class, other than the election of, removal of or the filling of a vacancy with respect to Series B Directors, Xxxxxx will, with respect to such class vote, vote all Covered Series B Shares entitled to vote thereon as instructed by Xxxxxx (on behalf of the Xxxxxx Group) or, to the extent such matter is also an Excluded Matter (1) referred to in clause (x) of the definition thereof, voting of the Covered Series B Shares on such Excluded Matter will remain with the Xxxxxx Group and (2) referred to in clause (y) of the definition thereof, voting of the Covered Series B Shares on such Excluded Matter will remain with Xxxxxx or in the event of his Temporary Disability, Xxx. Xxxxxx; provided, that to the extent such proposed action (i) would result in the decrease in the voting power of a share of Splitco Series B Stock as compared to a share of Splitco Series A Stock (including, for example, as a result of (x) a decrease in the number of votes per share attributable to the Splitco Series B Stock or (y) any required conversion of Splitco Series B Stock into Splitco Series A Stock) or (ii) would change the process, or any other term, related to the election of, removal of, filling of a vacancy with respect to or voting power of Series B Directors, Xxxxxx will, with respect to such class vote, vote all such Covered Series B Shares entitled to vote thereon against such proposal.
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Class Vote. The undersigned, a holder of a Class 5 NRG Unsecured Claim against NRG in the amount set forth in Item 1, votes to (check one box; if you fail to check one of the boxes below, but the ballot is otherwise properly completed and returned your ballot will not be counted): o Accept the Plan. o Reject the Plan.
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Class Vote. At any time when shares of Series A Preferred Stock are outstanding, without the approval of the holders representing at least a majority of the shares of Series A Preferred Stock then outstanding, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class, the Corporation shall not amend or repeal any provision of, or add any provision to, this Amended and Restated Certificate of Incorporation if such action would alter, change or affect adversely the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the Series A Preferred Stock.
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Class Vote. The Corporation shall not, without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least (1) a majority of the then outstanding shares of Preferred Stock, voting together as a single class, (2) two-thirds (66 2/3%) of the then outstanding Series C Preferred Stock, voting as a separate series, and (3) two-thirds (66 2/3%) of the then outstanding Series D Preferred Stock, voting as a separate series, authorize or effect the winding up or cessation of business of the Corporation.
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Class Vote. The undersigned, a holder of a Class 5 NRG Unsecured Claim (other than in the capacity of a Noteholder or a holder of an NRG Unsecured Revolver Claim, an NRG Xxxxx Secured Revolver Recourse Claim, and/or an NRG Letter of Credit Claim each a “Credit Facility Claim”) against NRG in the amount set forth below, votes to (check one box; if you fail to check one of the boxes below, but the ballot is otherwise properly completed and returned your ballot will not be counted: o Accept the Plan. o Reject the Plan. Voting Amount: $ __________
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Class Vote. The Members constituting the holders of the Common Units, voting as a separate class, shall at all times have the right as a separate class to vote on the following matters:
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Class Vote. Notwithstanding Section 2(a) above, the affirmative consent of the holders of at least two-thirds (2/3) of the shares of Series F Stock outstanding, voting together as a single voting group, shall be necessary for authorizing, effecting or validating any of the following:
Sample 1
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Class Vote. The undersigned, a holder of a Class 5 NRG Xxxxx Secured Revolver Recourse Claim, an NRG Unsecured Revolver Claim and/or an NRG Letter of Credit Claim (each, a “Credit Facility Claim”) against NRG in the amount set forth below, votes to (check one box; if you fail to check one of the boxes below, but the ballot is otherwise properly completed and returned your ballot will not be counted): o Accept the Plan o Reject the Plan. Credit Facility Principal Amount of Claim NRG Unsecured Revolver: $ NRG Letter of Credit Facility: $ NRG Xxxxx Secured Revolver: $ (Insert full amount of NRG XxxXx Secured Revolver Claim for purposes of this ballot. Innisfree will determine in consultation with the relevant agent the amount of your NRG XxxXx Secured Revolver Recourse Claim)
Sample 1

Related to Class Vote

  • Required Vote The affirmative vote of the holders of shares representing a majority of the voting power of the outstanding shares of the Company Common Stock is the only vote required, if any, of the holders of any class or series of capital stock or other Equity Interests of the Company to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger (the “Company Stockholder Approval”).

  • Quorum; Voting A majority of the members of any Committee of the Trustees shall constitute a quorum for the transaction of business, and any action of such a Committee may be taken at a meeting by a vote of a majority of the members present (a quorum being present).

  • Parent Vote Immediately following the execution and delivery of this Agreement, Parent, in its capacity as the sole stockholder of Merger Sub, will execute and deliver to Merger Sub and the Company a written consent approving the Merger in accordance with the DGCL.

  • Quorum; Voting; Decisions At each JRC meeting, (i) the participation of at least [********] members designated by each Party shall constitute a quorum and (ii) all members designated by each Party who participate shall [********] vote on all matters before the JRC at such meeting. All decisions of the JRC shall be made by [********] vote. Alternatively, the JRC may act by written consent signed by at least [********] members designated by each Party. Whenever any action by the JRC is called for hereunder during a time period in which the JRC is not scheduled to meet, the Chairman shall cause the JRC to take the action in the requested time period by calling a special meeting or by circulating a written consent. Representatives of each Party or of its Affiliates who are not members of the JRC (including the Patent Coordinators) may attend JRC meetings as non-voting observers with the consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed. The Parties shall use reasonable efforts to reach consensus on matters properly before the JRC but, to the extent that that the JRC is unable to resolve any such matter, unless otherwise provided in this Agreement, such matter shall be referred to the ESC to be resolved in accordance with Section 2.1.5.

  • Proxy Voting The Adviser will vote, or make arrangements to have voted, all proxies solicited by or with respect to the issuers of securities in which assets of a Fund may be invested from time to time. Such proxies will be voted in a manner that you deem, in good faith, to be in the best interest of the Fund and in accordance with your proxy voting policy. You agree to provide a copy of your proxy voting policy to the Trust prior to the execution of this Agreement, and any amendments thereto promptly.

  • Vote If the Partners vote, in accordance with Section III(b), to dissolve the Partnership in accordance with the Governing Law.

  • Other Voting Rights In addition to any other vote required by law or the Restated Certificate of Incorporation, so long as any shares of the Series U Preferred Stock remain outstanding, the vote or consent of the holders of the outstanding shares of Series U Preferred Stock and outstanding shares of all other series of Voting Parity Stock entitled to vote on the matter, by a vote of at least 66 2/3% in voting power of all such outstanding Series U Preferred Stock and such Voting Parity Stock, voting together as a class, given in person or by proxy, either in writing without a meeting or at any meeting called for the purpose, shall be necessary to permit, effect or validate any one or more of the following actions, whether or not such approval is required by Delaware law: (i) the issuance of any class or series of Preferred Stock or Preference Stock ranking senior to the Series U Preferred Stock in the payment of dividends or the distribution of assets in the event of the Corporation’s voluntary or involuntary liquidation, dissolution or winding up; (ii) any amendment, alteration or repeal of any provision of the Restated Certificate of Incorporation, including the Certificate of Designation, or the Bylaws that would adversely affect the rights, preferences, privileges or voting powers of the Series U Preferred Stock; (iii) any amendment or alteration of the Restated Certificate of Incorporation, including the Certificate of Designation, or Bylaws to authorize, create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Corporation’s capital stock ranking senior to the Series U Preferred Stock with respect to either the payment of dividends or in the distribution of assets in the event of the Corporation’s voluntary or involuntary liquidation, dissolution or winding up; or (iv) any consummation of a reclassification involving the Series U Preferred Stock or a merger or consolidation with another corporation or other entity, except holders of the Series U Preferred Stock will have no right to vote under this section 7(c)(iv) if in each case (a) the shares of Series U Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (b) such shares of Series U Preferred Stock remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series U Preferred Stock, taken as a whole; provided, however, that any authorization, creation or increase in the authorized amount of or issuance of the Series U Preferred Stock or any Parity Stock or Junior Stock or any securities convertible into any class or series of Parity Stock (whether dividends payable in respect of such Parity Stock are cumulative or non-cumulative) or Junior Stock will be deemed not to adversely affect the rights, preferences, privileges or voting powers of the Series U Preferred Stock, and holders of the Series U Preferred Stock shall have no right to vote thereon. If any amendment, alteration, repeal, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect one or more but not all series of voting Preferred Stock (including the Series U Preferred Stock), then only those series affected by and entitled to vote on the matter shall vote on the matter together as a class (in lieu of all other series of Preferred Stock). Each holder of the Series U Preferred Stock will have 25 votes per share on any matter on which holders of the Series U Preferred Stock are entitled to vote, whether separately or together with any other series of stock of the Corporation (the holders of any shares of any other series of stock being entitled to such number of votes, if any, for each share of stock as may be granted to them), pursuant to Delaware law or otherwise, including by written consent.

  • Proxies; Class Actions (a) The Manager has provided the Subadvisor a copy of the Manager’s Proxy Voting Policy, setting forth the policy that proxies be voted for the exclusive benefit and in the best interests of the Trust. Absent contrary instructions received in writing from the Trust, the Subadvisor will vote all proxies solicited by or with respect to the issuers of securities held by the Series in accordance with applicable fiduciary obligations. The Subadvisor shall maintain records concerning how it has voted proxies on behalf of the Trust, and these records shall be available to the Trust upon request.

  • Class A Shares Shares of the Company’s $0.01 par value common stock that have been designated as Class A.

  • Quorum; Required Vote At any meeting of the Members, the holders of a majority of the Voting Shares entitled to vote represented in person or by proxy shall constitute a quorum unless any such action by the Members requires approval by holders of a greater percentage of Voting Shares entitled to vote, in which case the quorum shall be such greater percentage. The submission of matters to Members for approval shall occur only at a meeting of the Members duly called and held in accordance with this Agreement at which a quorum is present; provided, however, that the Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Shares entitled to vote specified in this Agreement. Any meeting of Members may be adjourned from time to time by the chairman of the meeting to another place or time, without regard to the presence of a quorum.

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