Disposition of Voting Securities Sample Clauses

Disposition of Voting Securities. No Stockholder shall, directly or indirectly, offer, sell, assign, pledge, encumber or otherwise dispose of or transfer in any manner any Voting Securities (or enter into agreements or understandings with respect to the foregoing), if after such disposition, the Person holding such Voting Securities would own 5% or more of any class or Series of the Company's Voting Securities (or Voting Securities which are convertible into or exercisable for shares which, after giving effect to
Sample 1
Disposition of Voting Securities. No Stockholder shall, directly or indirectly, offer, sell, assign, pledge, encumber or otherwise dispose of or transfer in any manner any shares of Common Stock prior to __________1/ except that the Common Stock may be pledged in respect of a margin loan or to a bona fide third party lending institution provided that the pledgee shall be bound by the restrictions contained in this sentence. In addition, except as set forth above no Stockholder shall, directly or indirectly, offer, sell, assign, pledge, encumber or otherwise dispose of or transfer in any manner any Voting Securities (or enter into agreements or understandings with respect to the foregoing), if after such disposition, the Person holding such Voting Securities would own 5% or more of the Total Voting Power (or Voting Securities which are convertible into or exercisable for shares which, after giving effect to such exercise or conversion, would represent 5% or more of the Total ------------------ 1/ Nine month anniversary of Closing Date.
Sample 1
Disposition of Voting Securities. (a) Prior to June 29, 2001 no Stockholder shall directly or indirectly, offer, sell, assign, pledge, encumber or otherwise dispose of or transfer in any manner any shares of Common Stock held by such Stockholder (the shares of Common Stock which may not be offered, sold, assigned, pledged, encumbered or otherwise disposed of during such period being the "Restricted Shares"), except that the Restricted Shares may be pledged in respect of a margin loan or to a bona fide third party lending institution provided that the pledgee shall be bound by the restrictions contained in this
Sample 1
Disposition of Voting Securities. During the Term, the Stockholder and Metropolitan shall not transfer any Voting Securities, whether by sale, assignment, pledge, encumbrance, gift or otherwise, unless (x) the transferee of such Voting Securities agrees in writing to be bound by the provisions hereof or (y) the Transferor executes an irrevocable Proxy in favor of the other parties hereto which incorporates the provisions of this Agreement and which is valid under the laws of the State of New York, accompanied by an opinion of counsel as validity and enforceability, or (z) such transfer takes place after the record date for the second annual Meeting of Shareholders after the date of this Agreement so that the Transferor party hereto continues as a matter of law to be able to vote the Voting Securities at the Annual Meeting and does not execute a proxy in favor of the transferee for such purpose.
Sample 1
Disposition of Voting Securities. (a) During the Term, so long as Xxxx is an officer or director of the Company or the Acquisition Sub (an "Affiliate of Recoton"), Xxxx shall not, and shall cause his respective controlled affiliates not to, transfer any Voting Securities, whether by sale, assignment, pledge, encumbrance, gift, bequest, appointment or otherwise, without the prior written consent of the Company in each instance except as specifically provided in, and subject to the provisions of, Section 6(b), (c), (d) or (e) of this Agreement. Any such transfers must be in compliance with federal and state and other applicable securities law. (b) Xxxx and his controlled affiliates may transfer Voting Securities in a bona fide private transaction to an unaffiliated person if such transferee agrees to hold such shares subject to the terms of this Agreement. (c) Xxxx and his controlled affiliates may, from time to time, sell in open market transactions pursuant to Rule 144 or Rule 145 under the Securities Act (or any successor provision) the number of Voting Securities then permitted under Rule 144 or Rule 145 (or any successor provision) or pursuant to an offering registered under the Securities Act of 1933 (the "Securities Act"). (d) Xxxx and his controlled affiliates shall be free without any restrictions at all times during the Term to sell or transfer any Voting Securities, (i) if a third party makes a bona fide offer to purchase Voting Securities which represent with such third parties' then-current holdings more than 50% of the voting power of the outstanding Voting Securities, which offer is approved and recommended by the Board (if such recommendation shall not have been withdrawn or adversely modified prior thereto) or (ii) to the Company pursuant to any offer made by the Company generally to all shareholders. (e) Xxxx and his controlled affiliates may from time to time sell, transfer, pledge, gift over or otherwise dispose of any Voting Securities to one or more of his spouse, children, grandchildren, siblings or parents (each, a "Family Member") or to a company which is (and during the term of this Agreement will be) wholly owned by, or a trust the only beneficiaries of which are, Xxxx or any of his Family Members, on condition in any case that such transferees agree to be bound by all of the provisions of this Agreement. (f) During the Term so long as Xxxx is an Affiliate of Recoton, he shall not, at any time during the Term, sell or transfer Voting Securities to (x) any person (i...
Sample 1
Disposition of Voting Securities. (a) The Shareholders shall not, and shall cause their respective controlled affiliates not to, transfer any Voting Securities, whether by sale, assignment, pledge, encumbrance, gift, bequest, appointment or otherwise, without the prior written consent of the Company in each instance except as specifically provided in, and subject to the provisions of, Section 6(b), (c), (d), (e) or (f) of this Agreement. Any such transfers must be in compliance with federal and state and other applicable securities law. (b) After the Voting Securities have been released from the Escrow Agreement in the case of Corporate Shareholders, or at any time in the case of other Shareholders, the Shareholders and their respective controlled affiliates may transfer Voting Securities in a bona fide private transaction to an unaffiliated person in accordance with the following provisions: (i) Promptly upon receipt of a bona fide offer or the finalization of the terms of a proposed sale or transfer of Voting Securities to a third party, the Shareholders proposing to transfer (the "Offering Shareholders") or their respective controlled affiliates shall notify the Company in writing of their intention to sell, transfer or dispose of such Voting Securities, specifying the number of Voting Securities proposed to be sold or transferred, the identity or identities of the prospective purchaser or purchasers thereof, the proposed purchase price therefor, the manner of sale and the material terms of any agreement relating thereto. (Such notification shall hereinafter be referred to as the "Shareholder Notice.") (ii) The Company shall have the right, exercisable by written notice of exercise (the "Exercise Notice") given to the Offering Shareholders or their respective controlled affiliates within two business days (ten business days if the proposed purchase price is not all cash) following receipt by the Company of the Shareholder Notice to purchase (and/or to cause a person or persons designated by the Company to purchase) all but not less than all of the Voting Securities specified in such Shareholder Notice at the price, in the manner and on the terms specified therein. If the purchase price specified in the Shareholder Notice includes any property other than cash, the purchase price at which the Company (or its designee) shall be entitled to purchase shall be (x) the amount of cash, if any, specified in such Offering Shareholder Notice plus (y) cash in an amount equal to the value of the pro...
Sample 1

Related to Disposition of Voting Securities

  • Voting Securities any securities of the Company that vote generally in the election of directors.

  • Voting Stock Stock or similar interests, of any class or classes (however designated), the holders of which are at the time entitled, as such holders, to vote for the election of a majority of the directors (or persons performing similar functions) of the corporation, association, trust or other business entity involved, whether or not the right so to vote exists by reason of the happening of a contingency.

  • Holding Securities The Custodian shall identify on its books as belonging to the Portfolios the foreign securities held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of the Portfolios which are maintained in such account shall identify those securities as belonging to the Portfolios and (ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.

  • Transfer of Subject Securities and Voting Rights 2.1 Restriction on Transfer of Subject Securities. Subject to Section 2.3 below, during the Support Period, Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected. Without limiting the generality of the foregoing, during the Support Period, Stockholder shall not tender, agree to tender or permit to be tendered any of the Subject Securities in response to or otherwise in connection with any tender or exchange offer other than the Offer.

  • Capitalization; Voting Rights (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of which 1,000,000,000 are shares of Common Stock, par value $0.001 per share, 99,776,704 shares of which of which are issued and outstanding and 10,502,000 are shares of preferred stock, par value $0.001 per share of which 378,061 shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c). (ii) Except as disclosed on Schedule 12(c), other than: (i) the shares reserved for issuance under the Parent's stock option plans; and (ii) shares which may be issued pursuant to this Agreement and the Ancillary Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Parent of any of its securities. Except as disclosed on Schedule 12(c), neither the offer or issuance of any of the Note, the Options or the Warrants, or the issuance of any of the Note Shares, the Option Shares or the Warrant Shares, nor the consummation of any transaction contemplated hereby will result in a change in the price or number of any securities of the Parent outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (iii) All issued and outstanding shares of the Parent's Common Stock: (i) have been duly authorized and validly issued and are fully paid and nonassessable; and (ii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. (iv) The rights, preferences, privileges and restrictions of the shares of the Common Stock are as stated in the Parent's Certificate of Incorporation (the "Charter"). The Note Shares, the Option Shares and the Warrant Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement and the Parent's Charter, the Securities will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances; provided, however, that the Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed.

  • Transfer of Voting Rights Stockholder agrees that, during the period from the date of this Agreement through the Expiration Date, Stockholder shall not deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy or enter into any voting agreement or similar agreement in contravention of the obligations of Stockholder under this Agreement with respect to any of the Shares.

  • Business Combination Vote It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself or herself or himself, agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then in connection with such proposed initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares and any Public Shares held by it, her or him, as applicable, in favor of such proposed initial Business Combination (including any proposals recommended by the Board in connection with such Business Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with such shareholder approval.

  • Manner of Holding Securities (1) The Custodian shall at all times hold Securities of each Fund either: (i) by physical possession of the share certificates or other instruments representing such Securities, in registered or bearer form; in the vault of the Custodian, Domestic Subcustodian, a Special Custodian, depository or agent of the Custodian; or in an account maintained by the Custodian or agent at a Securities System (as hereinafter defined); or (ii) in book-entry form by a Securities System in accordance with the provisions of sub-paragraph (3) below. (2) The Custodian may hold registrable portfolio Securities which have been delivered to it in physical form, by registering the same in the name of the appropriate Fund or its nominee, or in the name of the Custodian or its nominee, for whose actions such Fund and Custodian, respectively, shall be fully responsible. Upon the receipt of Instructions, the Custodian shall hold such Securities in street certificate form, so called, with or without any indication of representative capacity. However, unless it receives Instructions to the contrary, the Custodian will register all such portfolio Securities in the name of the Custodian's authorized nominee. All such Securities shall be held in an account of the Custodian containing only assets of the appropriate Fund or only assets held by the Custodian for the benefit of customers, provided that the records of the Custodian shall indicate at all times the Fund or other customer for which such Securities are held in such accounts and the respective interests therein. (3) The Custodian may deposit and/or maintain domestic Securities owned by a Fund in, and each Fund hereby approves use of: (a) The Depository Trust & Clearing Corporation; (b) any other clearing agency registered with the Securities and Exchange Commission (“SEC”) under section 17A of the Securities Exchange Act of 1934, which acts as a securities depository; and (c) a Federal Reserve Bank or other entity authorized to operate the federal book-entry system described in the regulations of the Department of the Treasury or book-entry systems operated pursuant to comparable regulations of other federal agencies. Upon the receipt of Special Instructions, the Custodian may deposit and/or maintain domestic Securities owned by a Fund in any other domestic clearing agency that may otherwise be authorized by the SEC to serve in the capacity of depository or clearing agent for the Securities or other assets of investment companies and that acts as a Securities depository. Each of the foregoing shall be referred to in this Agreement as a "Securities System", and all such Securities Systems shall be listed on the attached Appendix A. Use of a Securities System shall be in accordance with applicable Federal Reserve Board and SEC rules and regulations, if any, and subject to the following provisions: (i) The Custodian may deposit the Securities directly or through one or more agents or Subcustodians which are also qualified to act as custodians for investment companies. (ii) Securities held in a Securities System shall be subject to any agreements or rules effective between the Securities System and the Custodian or a Subcustodian, as the case may be. (iii) Any Securities deposited or maintained in a Securities System shall be held in an account ("Account") of the Custodian or a Subcustodian in the Securities System that includes only assets held by the Custodian or a Subcustodian as a custodian or otherwise for customers. (iv) The books and records of the Custodian shall at all times identify those Securities belonging to any one or more Funds which are maintained in a Securities System. (v) The Custodian shall pay for Securities purchased for the account of a Fund only upon (a) receipt of advice from the Securities System that such Securities have been transferred to the Account of the Custodian in accordance with the rules of the Securities System, and (b) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of such Fund. The Custodian shall transfer Securities sold for the account of a Fund only upon (a) receipt of advice from the Securities System that payment for such Securities has been transferred to the Account of the Custodian in accordance with the rules of the Securities System, and (b) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of such Fund. Copies of all advices from the Securities System relating to transfers of Securities for the account of a Fund shall be maintained for such Fund by the Custodian. Such copies may be maintained by the Custodian in electronic form. The Custodian shall make available to the Fund or its agent on the next business day, by Electronic Communication, facsimile, or other means reasonably acceptable to both parties, daily transaction activity that shall include each day’s transactions for the account of such Fund. (vi) The Custodian shall, if requested by a Fund pursuant to Instructions, provide such Fund with reports obtained by the Custodian or any Subcustodian with respect to a Securities System's accounting system, internal accounting control and procedures for safeguarding Securities deposited in the Securities System.

  • Termination of Voting Rights All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to Parent, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shares, as specified in Article 5 (unless, in either case, Parent shall not have delivered the requisite Parent Common Shares issuable in exchange for the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 or 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo pursuant to the exercise by ExchangeCo of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

  • Voting Debt No bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries (i) having the right to vote on any matters on which stockholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is any way based upon or derived from capital or voting stock of the Company, are issued or outstanding as of the date hereof (collectively, “Voting Debt”).