No Voting. Except as required by applicable law, the holders of this Debenture will have no right to vote on any matters, questions or proceedings of this Company including, without limitation, the election of directors.
No Voting. A Defaulting Member will lose its voting and approval rights under the Certificate of Formation and this Agreement until such time as the Defaulting Member cures the default or the non-Defaulting Member contributes the Defaulting Member's share of the Capital Contribution and dilutes the Defaulting Member's percentage interest.
No Voting. If the Management Committee exercises any of the remedies set forth in subsections (a)(3) or (a)(4) above, the Defaulting Member will lose its voting and approval rights under this Agreement until completion of dissolution and the winding up of the affairs of the Company, or such time as the Defaulting Member cures (if the non-Defaulting Member thereafter permits the Defaulting Member to cure) the default or its Membership Interest is purchased. Notwithstanding the foregoing, in the event the non-Defaulting Member elects to exercise the remedy provided for in subsection (a)(4) above, then pending the consummation of the purchase of the Defaulting Member's entire Membership Interest pursuant to such subsection, the Defaulting Member will, even if it no longer has any Managers appointed by it to the Management Committee, retain the right to approve all actions specified anywhere in this Agreement as requiring the unanimous consent or approval of the Management Committee until consummation of such purchase. No reduction in a Member's Percentage Interest pursuant to subsection (a) shall affect any of the Defaulting Member's voting or approval rights under this Agreement (other than to the extent such reduction reduces the voting power of the Defaulting Member's representatives).
No Voting. Without limiting the applicability of any other provision of this Agreement, the Underwriters will purchase any Shares purchased hereunder in the ordinary course of their activities as broker-dealers and not with the purpose or intent, directly or indirectly through any affiliate, of exercising control over the Company or any of its subsidiaries. In furtherance of the foregoing, each Underwriter agrees that for so long as it owns any of the Shares purchased by it hereunder (a) it, directly or indirectly through any affiliate, will not exercise any voting rights associated with the Shares purchased by it hereunder, to the extent such exercise would give rise to a presumption of control under any applicable insurance law or regulation or trigger any other regulatory approval requirement, without first having obtained any required regulatory approval; (b) to the extent it, directly or indirectly through any affiliate, exercises any voting rights associated with the Shares purchased by it hereunder, it and any such affiliates will vote all such Shares in the same proportion as the shares of common stock or other voting securities of the Company voted by all other holders of common stock or such other voting securities of the Company and (c) it will not sell the Shares purchased by it hereunder to any purchaser if the number Shares sold to such purchaser would exceed 28.0 million shares, unless approved by the Company. [Signature Page Follows] Very truly yours, AXA EQUITABLE HOLDINGS, INC. By: Name: Title: [Signature Page to the Underwriting Agreement] AXA S.A., the Selling Stockholder By: Name: Title: [Signature Page to the Underwriting Agreement] Accepted as of the date hereof Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC Barclays Capital Inc. Citigroup Global Markets Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule I hereto XXXXXX XXXXXXX & CO. LLC By: Name: Title: X.X. XXXXXX SECURITIES LLC By: Name: Title: BARCLAYS CAPITAL INC. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: [Signature Page to the Underwriting Agreement] SCHEDULE I Underwriter Number of Firm Shares To Be Purchased Xxxxxx Xxxxxxx & Co. LLC [•] X.X. Xxxxxx Securities LLC [•] Barclays Capital Inc. [•] Citigroup Global Markets Inc. [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] Total: [•] SCHEDULE II Time of Sale Prospectus
No Voting. Without limiting the applicability of any other provision of this Agreement, the Underwriters will purchase any Shares purchased hereunder in the ordinary course of their activities as broker-dealers and not with the purpose or intent, directly or indirectly through any affiliate, of exercising control over the Company or any of its subsidiaries. In furtherance of the foregoing, each Underwriter agrees that for so long as it owns any of the Shares purchased by it hereunder (a) it, directly or indirectly through any affiliate, will not exercise any voting rights associated with the Shares purchased by it hereunder, to the extent such exercise would give rise to a presumption of control under any applicable insurance law or regulation or trigger any other regulatory approval requirement, without first having obtained any required regulatory approval; (b) to the extent it, directly or indirectly through any affiliate, exercises any voting rights associated with the Shares purchased by it hereunder, it and any such affiliates will vote all such Shares in the same proportion as the shares of common stock or other voting securities of the Company voted by all other holders of common stock or such other voting securities of the Company and (c) it will not sell the Shares purchased by it hereunder to any purchaser if the number of Shares sold to such purchaser would exceed 26.0 million shares, unless approved by the Company.
No Voting. Except as otherwise provided in this Section 3.4.3(b), if the Management Committee exercises any of the remedies set forth in paragraphs (d) or (e) of Section 3.4.2, the Defaulting Member (directly or through the Directors appointed by it) will lose its voting and approval rights under the Act and this Agreement (unless the Defaulting Member cures the default and the non-Defaulting Member permits such cure). Notwithstanding the foregoing, the Directors appointed by the Defaulting Member will retain their veto rights (to the extent such veto rights were continuing prior to the exercise of such remedy) with respect to the matters described in Sections 5.1.4(b) and Section 5.1.4(c). No reduction in a Member's Membership Interest, pursuant to Section 3.4.2(b) will affect any of the Defaulting Member's voting or approval rights under this Agreement (other than to the extent such reduction reduces the voting power of the Defaulting Member's Directors pursuant to Section 5.2.4).
No Voting. 3.1 The Preferred Shareholders are not entitled to receive notice of, to attend or to vote at any meeting of the Common Shareholders of the Company.
No Voting. Except as provided by the Act, each Class B Preferred Share does not entitle the holder to receive notice of and to attend any meeting of shareholders of Utor or to vote on any matter at any meetings of shareholders of Utor.
No Voting. Rights Except as required by the Corporations Act, the Tranche 1 Notes will not carry a right to vote at meetings of the Company prior to any conversion of the Tranche 1 Notes into Shares.
No Voting. To the extent the Membership Interests of the Affected Member have voting rights, such voting rights shall not be effective after the date of the Option Event.
