Affirmative Vote. Each outstanding share of Class B Common Stock shall automatically, without further action by the Corporation or the holder thereof, convert into one (1) fully paid and nonassessable share of Class A Common Stock upon the date specified by the affirmative vote of the holders of at least two-thirds (2/3) of the then outstanding shares of Class B Common Stock, voting as a separate class.
Affirmative Vote. The affirmative vote of a majority of the votes that holders of the outstanding shares of SCO's common stock are entitled to vote with respect to the SCO Transaction is the only vote of the holders of any class or series of SCO's capital stock necessary to approve this Agreement and the transactions contemplated hereby.
Affirmative Vote. 29 2.27 State Takeover Statutes.......................................................................29 2.28 Competition and Fair Trading Laws.............................................................29 2.29 Grants .......................................................................................29
Affirmative Vote. Shareholder, in its capacity as a holder of USMX Shares or as a representative with the authority to vote USMX Shares, shall vote (or appoint proxies who will vote), and shall use its best efforts to cause all of its affiliates with authority to vote USMX Shares to vote, all of the USMX Shares that it owns or they own, or over which it controls or they control voting power, as of the record date for the Shareholders' Meeting (a) in favor of the approval, consent, and ratification of the Merger Agreement and the Merger and (b) against any action which would impede, interfere, or discourage the Merger or result in any breach of representation, warranty, covenant, or agreement of USMX under the Merger Agreement; provided, however, Shareholder shall have no obligation with respect to voting USMX Shares if (a) the Board of Directors of USMX recommends that their respective shareholders vote against that Merger or (b) the opinion of Coopers & Xxxxxxx L.L.P. delivered pursuant to Section 10.8 of the Merger Agreement, based on the appropriate representations of Dakota, Merger Corp, and USMX, and provided that U.S. holders of USMX Shares enter into gain recognition agreements with the Internal Revenue Service where appropriate, does not conclude that no gain or loss should be recognized by the U.S. holders of USMX Shares upon their receipt of Dakota Shares in exchange for their USMX Shares; and provided further that this agreement to vote shall immediately terminate on the earliest to occur of termination of the Letter of Intent (other than by execution of the Merger Agreement), or termination of the Merger Agreement, or June 1, 1997.
Affirmative Vote. For purposes of this Agreement, an “Affirmative Vote” of the Members shall mean the affirmative vote of Members holding more than seventy-five percent (75%) of the issued and outstanding Interests of the Fund.
Affirmative Vote. The affirmative vote, approval or consent, as the case may be, of the Limited Partners whose Participation Percentages exceed fifty (50%) in the aggregate of the total Participation Percentages held by all Limited Partners.
Affirmative Vote. The affirmative vote of all of the Partners to dissolve the Partnership. The Partnership may be dissolved, liquidated, and terminated only pursuant to the provisions of this Section 7.01. To the maximum extent allowed by law, the Partners hereby irrevocably waive any and all other rights they may have to cause a dissolution of the Partnership or a sale or partition of any assets owned directly or indirectly by the Partnership, whether by court action or otherwise, it being agreed that any actual or attempted dissolution, distribution or sale would cause a substantial hardship to the Partnership and the remaining Partners.
Affirmative Vote
