Agreement with Respect to Voting of Common Stock. With respect to all matters submitted to a vote of holders of Common Stock (other than the election of directors as covered by Section 3.01 above), each Stockholder and its Permitted Transferees may vote all shares of Common Stock held by them in their absolute discretion.
Agreement with Respect to Voting of Common Stock. (a) In any election of directors at a meeting of the stockholders of the Company, the Investor Group shall cause all shares of Common Stock held by them to be represented at such meeting either in person or by proxy and shall vote their shares of voting stock for all nominees nominated by the Independent Directors, in proportion to the votes cast by the holders of Common Stock (other than the Investor Group); provided, however, that, in their sole and absolute discretion, the Investor Group shall be permitted to cast a greater number of votes held by them in excess of such proportion in favor of the nominees nominated by the Independent Directors.
Agreement with Respect to Voting of Common Stock. With respect to all matters submitted to a vote of holders of Common Stock, the Investor may vote, or abstain from voting, or fail to vote, some or all shares of Common Stock held by it, in its sole and absolute discretion.
Agreement with Respect to Voting of Common Stock. Article 3 of the Stockholders Agreement is hereby amended by deleting Section 3.02 in its entirety and replacing it with the following new Section 3.02:
Agreement with Respect to Voting of Common Stock. (a) Except as provided in Section 3.01(d), in any election of directors, or proposal to remove directors, of the Reorganized Company or in any proposal to adopt, amend or repeal the Bylaws or any provision thereof at a meeting of the stockholders of the Reorganized Company, JBS USA shall cause all shares of Common Stock beneficially owned by it or its Affiliates to be represented at any such meeting either in person or by proxy and (i) shall cause such shares of Common Stock to be voted for or against, to be not voted, or to abstain, (A) with respect to all directorships for which the Equity Nominating Committee is entitled to make nominations, including, without limitation, directorships covered by Section 5.3 of the Certificate of Incorporation, or (B) with respect to proposals to adopt, amend or repeal the Bylaws or any provisions thereof that, if adopted, amended or repealed, individually or taken as a whole, would adversely affect, or could reasonably be expected to adversely affect, in any material respect, the rights of the Minority Investors, as a class, in the same proportion as the shares held by the Minority Investors are voted for or against, not voted, or abstained on any such matter, or (ii) until the occurrence of the Founder Triggering Event, with respect to the Founder Director, shall cause such shares of Common Stock to be voted for his election or against his removal, as the case may be.
Agreement with Respect to Voting of Common Stock. HSW agrees that, if as of any applicable record date for determining the holders entitled to vote on any matter to be submitted to a vote of the holders of Common Stock the number of shares of Common Stock owned by HSW exceeds forty-five percent (45%) of the aggregate issued and outstanding shares of Common Stock (any such shares in excess of such 45%, the "Excess Shares"), with respect to any such matter submitted to a vote of the holders of Common Stock, HSW will vote all Excess Shares in exact proportion to the vote of the holders of shares of Common Stock (excluding, for purposes hereof, any shares of Common Stock owned by HSW). For purposes of clarification, with respect to all matters submitted to a vote of holders of Common Stock (other than the election of directors as covered by Section 3.01 above), HSW and its Permitted Transferees may vote all shares of Common Stock held by them, other than any Excess Shares, in their absolute discretion. With respect to all matters submitted to a vote of holders of Common Stock (other than the election of directors as covered by Section 3.01 above), XXX XXXX and his Permitted Transferees may vote all shares of Common Stock held by them in their absolute discretion."
Agreement with Respect to Voting of Common Stock. From the date of this Agreement until January 1, 2003, with respect to all matters submitted for the approval of holders of Common Stock either (i) with the approval and recommendation of the Board, or (ii) by the Stockholder or its Affiliates, the Stockholder and its Affiliates may vote up to 8% of the shares of Common Stock Beneficially Owned by them in their absolute discretion; provided, however, that the Stockholder and its Affiliates shall cause all shares of Common Stock Beneficially Owned by them to be represented at such meeting either in person or by proxy and shall vote (including, if applicable, by written consent) all shares of Common Stock Beneficially Owned by them and shall vote all shares of Common Stock Beneficially Owned by them in excess of such 8% threshold in proportion to the votes cast by the holders of Common Stock (including for purposes of calculating such proportion such 8% of the shares of Common Stock Beneficially Owned by the Stockholder and its Affiliates, but excluding any excess over such 8% threshold).
Agreement with Respect to Voting of Common Stock. (a) The Investor and each of its affiliates that is a holder of record of Common Stock shall be present, and the Investor and each of its affiliates that is a beneficial owner of Common Stock shall cause the holder of record to be present, in person or by proxy, at all meetings of stockholders of the Company so that all Common Stock owned of record or beneficially by the Investor and its affiliates may be counted for the purpose of determining the presence of a quorum at such meetings.
Agreement with Respect to Voting of Common Stock. (a) In any election of directors at a meeting of the stockholders of the Company, the Yellowstone Group shall cause all shares of Common Stock held by them to be represented at such meeting either in person or by proxy and shall vote their shares of voting stock for all nominees nominated by the Independent Directors, in proportion to the votes cast by the holders of Common Stock (other than the Yellowstone Group); provided, however, that, in their sole and absolute discretion, the Yellowstone Group shall be permitted to cast a greater number of votes held by them in excess of such proportion in favor of the nominees nominated by the Independent Directors.
Agreement with Respect to Voting of Common Stock. (a) In any election of directors at a meeting of the stockholders of the Company, the Investor Group shall cause all shares of Common Stock held by them to be represented at such meeting either in person or by proxy and shall vote their shares of voting stock for all nominees nominated by the Incumbent Directors.
