Limited Voting Rights. Class C Members shall be entitled to one vote per Class C Unit owned only with respect to (A) matters described in Sections 6.7(c) and 13.1 hereof and (B) any amendment to this Agreement requiring the consent of Class C Members under Section 14.5 hereof. Class C Members, as such, shall have no voting rights with respect to any other Company matter;
Limited Voting Rights. Class B Members shall be entitled to one vote per Class B Unit owned only with respect to (A) an election of Governors of the Company as described in Section 6.1(f) hereof, (B) matters described in Sections 6.7(c) and 13.1 hereof and (C) any amendment to this Agreement requiring the consent of Class B Members under Section 14.5 hereof. Class B Members, as such, shall have no voting rights with respect to any other Company matter;
Limited Voting Rights. Except to the extent as hereinafter expressly provided or as otherwise required by applicable law, the 6% Senior Preferred Stock shall not have the right to vote (individually, as a series, class or in the aggregate) on any matter.
(i) In the event that dividends on the 6% Senior Preferred Stock, if any, are then declared but not paid as of the relevant dividend date and remain unpaid in cash for six subsequent quarterly periods, the maximum authorized number of directors of the Company will be increased as necessary to allow the holders of 6% Senior Preferred Stock to elect twenty percent (20%) of the directors on the basis of one vote per each $10.00 amount of liquidation preference (exclusive of accumulated dividends). So long as any shares of 6% Senior Preferred Stock shall be outstanding, the holders of 6% Senior Preferred Stock shall retain the right to vote and elect such number/percentage of directors until all dividends on the 6% Senior Preferred Stock, if any, which are then declared but not paid as of the relevant dividend date, are paid in full or declared and set aside for payment. Such period is hereinafter referred to as a "Default Period".
(ii) So long as any shares of 6% Senior Preferred Stock shall be outstanding, during any Default Period, such voting right of the holders of 6% Senior Preferred Stock may be exercised initially at a special meeting called pursuant to Section 6(iii) below or at any annual meeting of stockholders. The absence of a quorum of holders of Common Stock or any class thereof shall not affect the exercise of such voting rights by the holders of 6% Senior Preferred Stock.
(iii) Unless the holders of 6% Senior Preferred Stock have, during an existing Default Period, previously exercised their right to elect directors, the Board may order, or any stockholder or stockholders owning in the aggregate not less than 25% of the outstanding shares of 6% Senior Preferred Stock may request, the calling of a special meeting of holders of 6% Senior Preferred Stock, which meeting shall thereupon be called by the President, a Vice President or the Secretary of the Company. Notice of such meeting and of any annual meeting at which holders of 6% Senior Preferred Stock are entitled to vote pursuant to this paragraph shall be given to each holder of record of 6% Senior Preferred Stock by mailing a copy of such notice to such holder at such holder's last address as the same appears on the stock register of the Company. Such meeting sha...
Limited Voting Rights. Holders of Series A Preferred Stock will generally have no voting rights. However, if we do not pay dividends on the Series A Preferred Stock for eighteen or more monthly dividend periods (whether or not consecutive), the holders of the Series A Preferred Stock (voting separately as a class with the holders of all other classes or series of our preferred stock we may issue upon which like voting rights have been conferred and are exercisable and which are entitled to vote as a class with the Series A Preferred Stock in the election referred to below) will be entitled to vote for the election of two additional directors to serve on our board of directors until we pay, or declare and set aside funds for the payment of, all dividends that we owe on the Series A Preferred Stock, subject to certain limitations. In addition, the affirmative vote of the holders of at least 66.67% of the outstanding shares of Series A Preferred Stock (voting together as a class with all other series of parity preferred stock we may issue upon which like voting rights have been conferred and are exercisable) is required at any time for us to (i) authorize or issue any class or series of our capital stock ranking senior to the Series A Preferred Stock with respect to the payment of dividends or the distribution of assets on liquidation, dissolution or winding up or (ii) to amend any provision of our certificate of incorporation so as to materially and adversely affect any rights of the Series A Preferred Stock or to take certain other actions.
Limited Voting Rights. So long as any shares of Series D Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by law or by the Certificate of Incorporation, the vote or consent of the Holders of at least a majority of the outstanding shares of Series D Preferred Stock at the time outstanding shall be necessary for effecting or validating any amendment, alteration or repeal of any provision of the terms of the Series D Preferred Stock so as to affect the special rights, preferences, privileges or voting powers of the Series D Preferred Stock; provided, however, that for all purposes of this Section 9(b) and for the avoidance of doubt, any Reorganization Event in respect of which the Corporation complies with Section 11(e), any increase in the amount of the authorized Preferred Stock, or any creation or issuance, or an increase in the authorized or issued amount, of any other series of Preferred Stock or other stock of the Corporation ranking senior to, equally with and/or junior to the Series D Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation (including, for the avoidance of doubt, any such increase, creation or issuance pursuant to, or in connection with the Corporation's adoption of, any stockholder rights plan) will not be deemed to affect the special rights, preferences, privileges or voting powers of the Series D Preferred Stock.
Limited Voting Rights. Each share of Limited Voting Stock shall entitle the holder thereof to one (1) vote on the following matters only, and only in circumstances in which holders of Common Stock are entitled to vote pursuant to the Charter or as otherwise required by the MGCL:
(i) the election of directors;
(ii) any amendment, alteration or repeal of any provision of the Charter;
(iii) any merger, consolidation, reorganization or other business combination of the Corporation with or into any other entity;
(iv) the sale, lease, exchange, transfer, conveyance or other disposition of all or substantially all the Corporation’s assets in a single transaction or series of related transactions; or
(v) any liquidation, dissolution or winding up of the Corporation. Except as otherwise set forth in this Section 4(a), or except as otherwise from time to time required by the MGCL, the holders of shares of Limited Voting Stock will have no voting rights.
Limited Voting Rights. Except as expressly provided in this Agreement or by non-waivable provisions of the Delaware Act, the Unitholders shall not have any voting or consent rights under this Agreement or the Delaware Act with respect to the Equity Securities held by such Person, including with respect to any matters to be decided by the Company or any other governance matters described in this Agreement or otherwise, and each Equityholder, by its acceptance of any Equity Securities, expressly waives any consent or voting rights (except to the extent expressly provided in this Agreement or the applicable Equity Agreement) or other rights to participate in the governance of the Company, whether such rights may be provided under the Delaware Act or otherwise.
Limited Voting Rights. Generally, preferred securities offer no voting rights with respect to the issuing company unless preferred dividends have been in arrears for a specified number of periods, at which time the preferred security holders may elect a number of directors to the issuer’s board.
Limited Voting Rights. Stockholder will retain at all times the right to vote such Stockholder's Subject Shares, in Stockholder's sole discretion, on all matters other than those set forth in Section 1.1 which are at any time or from time to time presented to the Company's stockholders generally. Nothing in this agreement shall obligate Stockholder to vote the Subject Shares (a) in order effect an amendment to the terms of the Merger Agreement or (b) in favor of the adoption of the Merger Agreement after the board of directors of the Company has modified its recommendation of the Merger Agreement in favor of a Superior Proposal (as such term is defined in the Merger Agreement).
Limited Voting Rights. The holders of the CN Special Limited Voting Shares shall be entitled to receive notice of and to attend all meetings of the shareholders of the Corporation and shall be entitled to a number of votes equal, in the aggregate, to the Applicable Number (and equal, per CN Special Limited Voting Share, to the Applicable Number divided by the number of then outstanding CN Special Limited Voting Shares) at any such meeting and on any matter voted on at such meeting, except for meetings at which and matters on which only holders of another specified class or series of shares of the Corporation are entitled to vote separately as a class or series. For these purposes, the Applicable Number shall be a number of votes equal to ten and one-tenth per cent (10.1%) of the total number of votes entitled to be cast by the holders of the outstanding CN Voting Shares and the holders of the CN Special Limited Voting Shares at such meeting and on such matter calculated in accordance with the following formula: AN = Applicable Number NVS = Number of votes attached to outstanding CN Voting Shares AN = [0.101 multiplied by NVS ----- 0.899] APPENDIX IV PROVISIONS ATTACHING TO THE CN NON-VOTING EQUITY SHARES The CN Non-voting Equity Shares shall have attached thereto the following rights, privileges, restrictions and conditions:
