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
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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.
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) 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.
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. 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

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 (a) The Company’s authorized capital stock, as of immediately prior to the Closing, is composed of (i) 10,000,000 shares of Common Stock, with 100,000 shares having been issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 shares have been issued and are presently outstanding.

  • Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder Except as set forth below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in Item 3.

  • 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.

  • 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 BB Preferred Stock remain outstanding, the vote or consent of the holders of the outstanding shares of Series BB 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 BB 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 BB 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 By-laws that would adversely affect the rights, preferences, privileges or voting powers of the Series BB Preferred Stock; (iii) any amendment or alteration of the Restated Certificate of Incorporation, including the Certificate of Designation, or By-laws 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 BB 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 BB Preferred Stock or a merger or consolidation with another corporation or other entity, except holders of the Series BB Preferred Stock will have no right to vote under this Section 7(c)(iv) if in each case (a) the shares of Series BB 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 BB 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 BB Preferred Stock, taken as a whole; provided, however, that any authorization, creation or increase in the authorized amount of or issuance of the Series BB 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 BB Preferred Stock, and holders of the Series BB 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 BB 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 BB Preferred Stock will have 25 votes per share on any matter on which holders of the Series BB 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.

  • 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; or (ii) in book-entry form by a Securities System (as hereinafter defined) in accordance with the provisions of sub-paragraph (3) below.

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