Number of Votes. With respect to all meetings of stockholders of Parent at which holders of Parent Common Shares are entitled to vote (each, a “Parent Meeting”) and with respect to all written consents sought by Parent from its stockholders including the holders of Parent Common Shares (each, a “Parent Consent”), each Beneficiary shall be entitled to instruct Trustee to cast and exercise one of the votes comprised in the Voting Rights for each Exchangeable Share owned of record by such Beneficiary on the record date established by Parent or by applicable law for such Parent Meeting or Parent Consent, as the case may be (the “Beneficiary Votes”), in respect of each matter, question, proposal or proposition to be voted on at such Parent Meeting or in connection with such Parent Consent.
Number of Votes. With respect to all meetings of stockholders of the Parent at which holders of shares of Parent Common Shares are entitled to vote (a "Parent Meeting") and with respect to all written consents sought by the Parent from its stockholders including the holders of shares of Parent Common Shares (a "Parent Consent"), each Shareholder shall be entitled to cast and exercise, in the manner instructed, the Voting Rights ordinarily attributable to one Parent Common Share for each Exchangeable Non-Voting Share owned of record by such Shareholder on the record date established by the Parent or by applicable law for such Parent Meeting or Parent Consent, as the case may be (the "Shareholder Votes") in respect of each matter, question or proposition to be voted on at such Parent Meeting or to be consented to in connection with such Parent Consent.
Number of Votes. (a) With respect to all meetings of shareholders of the Parent at which holders of Common Shares are entitled to vote (each, a "Parent Meeting") and with respect to all written consents sought from holders of Common Shares (each a "Parent Consent"), each Beneficiary shall be entitled to instruct the Trustee to cast and exercise, in the manner instructed, that number of votes equal to its Proportionate Share of the Series 2 Special Voting Shares outstanding on the Record Date (the "Beneficiary Votes"), in respect of each matter, question, proposal or proposition to be voted on at such Parent Meeting or in connection with such Parent Consent, (other than any Excluded Matters).
(b) Notwithstanding Section 4.3(a), the maximum number of Beneficiary Votes with respect to which the Holders may provide instructions to the Trustee shall be limited such that the aggregate of the Beneficiary Votes and the total number of votes attributable to Common Shares and all other voting securities of the Parent held by or over which voting or dispositive control or direction is exercised by the Holders and their Affiliates does not exceed 19.99% of the votes eligible to be cast by all security holders of the Parent (the "Floating Voting Cap"), and each Holder shall be entitled to a number of Beneficiary Votes equal to its Proportionate Share of such Floating Voting Cap.
(c) Notwithstanding Section 4.3(a), no Beneficiary shall exercise any Beneficiary Votes in an amount in excess of such Beneficiary's Common Share Entitlement on Exchange (the "Permanent Voting Cap").
(d) Notwithstanding Section 4.3(a), until all necessary Regulatory Approvals, if any, have been obtained, the maximum number of Beneficiary Votes with respect to which a Beneficiary may provide instructions to the Trustee shall be limited such that the number of Beneficiary Votes with respect to which such Beneficiary (and its "affiliates" for the purposes of the Competition Act (Canada)) may provide instructions to the Trustee does not exceed the number of votes which such Beneficiary (and its "affiliates" for the purposes of the Competition Act (Canada)) is allowed to cast at any Parent Meeting prior to obtaining all necessary Regulatory Approvals, if any (the "Regulatory Voting Cap").
(e) Notwithstanding Sections 4.3(a) and 4.3(d), if (i) any necessary Regulatory Approvals have not been obtained and (ii) a Beneficiary (and its "affiliates" for the purposes of the Competition Act (Canada)) beneficially owns or co...
Number of Votes. The Notes shall be voted equally with the shares of the Common Stock of the Company, and not as a separate class, at any annual or special meeting of stockholders of the Company or in connection with any solicitation of written consents in lieu of a meeting, upon the following basis: the holder of this Note shall be entitled to such number of votes as shall be equal to the whole number of shares of Common Stock into which this Note is convertible pursuant to Section 5 hereof immediately after the close of business on the record date fixed for such meeting or the effective date of such written consent; provided, however, that in calculating the number of shares into which this Note is then convertible for purposes of calculating such number of votes, the initial Conversion Price, as hereinafter defined, shall be deemed to be $.57 representing the average closing price of the Common Stock on the date of execution of the Purchase Agreement and the four business days prior to such execution (the "Deemed Conversion Price") (which Deemed Conversion Price is subject to adjustment in the same manner that the Conversion Price is subject to adjustment as provided in Sections 5.5 and 5.6).
Number of Votes. With respect to all meetings of stockholders of US Gold at which holders of shares of US Gold Common Stock are entitled to vote (each, a "US Gold Meeting") and with respect to all written consents sought from the holders of shares of US Gold Common Stock (a "US Gold Consent"), each Beneficiary shall be entitled to instruct the Trustee to cast and exercise, in the manner instructed, a number of votes equal to the Equivalent Vote Amount for each Exchangeable Share owned of record by such Beneficiary at the close of business on the record date established by US Gold or by applicable Law for such US Gold Meeting or US Gold Consent, as the case may be (the "Beneficiary Votes"), in respect of each matter, question, proposal or proposition to be voted on at such US Gold Meeting or to be consented to in connection with such US Gold Consent.
Number of Votes. At each meeting of the Company's Board (or any committee thereof) at which a quorum is present, each manager shall be entitled to one vote on each matter to be voted on at such meeting.
Number of Votes. With respect to all meetings of shareholders of Fenix at which holders of Fenix Stock are entitled to vote (each, a “Fenix Meeting”) and with respect to all written consents sought by Fenix from its shareholders including the holders of Fenix Stock (each, a “Fenix Consent”), each Beneficiary shall be entitled to instruct the Trustee to cast and exercise, in the manner instructed, that number of votes comprised in the Voting Rights for each Fenix Special Voting Share which is equal to that number of votes which would attach to the shares of Fenix Stock receivable upon the exchange of the Exchangeable Shares (i) corresponding to such Fenix Special Voting Share and (ii) owned of record by such Beneficiary on the record date established by Fenix or by applicable law for such Fenix Meeting or Fenix Consent, as the case may be (the “Beneficiary Votes”), in respect of each matter, question, proposal or proposition to be voted on at such Fenix Meeting or in connection with such Fenix Consent. For greater certainty, in the case of a class vote in one class of Fenix Stock, the Trustee shall only exercise Voting Rights with respect to the Fenix Special Voting Share corresponding to such class of Fenix Stock, and each Beneficiary holding any Exchangeable Shares shall be entitled to instruct the Trustee to cast and exercise on such class vote that number of votes comprised in the Voting Rights which is equal to that number of votes which would attach to the shares of Fenix Stock into which such Beneficiary’s Exchangeable Shares are then exchangeable for.
Number of Votes. With respect to all meetings of shareholders of Acquiror at which holders of Acquiror Common Shares are entitled to vote (each, a “Acquiror Meeting”) and with respect to all written consents sought from Acquiror’s shareholders, including the holders of Acquiror Common Shares (each, a “Acquiror Consent”), each Beneficiary shall be entitled to instruct the Trustee to cast and exercise, in the manner instructed, a number of votes equal to the Equivalent Vote Amount for each Exchangeable Share owned of record by such Beneficiary on the record date established by Acquiror or by applicable law for such Acquiror Meeting or Acquiror Consent, as the case may be (collectively, the “Beneficiary Votes”), in respect of each matter, question, proposal or proposition to be voted on at such Acquiror Meeting or consented to in connection with such Acquiror Consent.
Number of Votes. With respect to all meetings of USCo Stockholders at which Beneficiaries of USCo Common Stock are entitled to vote (a "USCo Meeting") and with respect to all written consents sought by USCo from USCo Stockholder (a "USCo Consent"), each Beneficiary shall be entitled to instruct the Trustee to cast and exercise, in the manner instructed, the number of votes comprised in the Special Voting Unit that relate to each Exchangeable Share owned of record by such Beneficiary on the record date established by USCo or by applicable law for such USCo Meeting or USCo Consent, as the case may be, (the "Beneficiary Votes") in respect of each matter, question or proposition to be voted on at such USCo Meeting or to be consented to in connection with such USCo Consent.
Number of Votes. (1) With respect to all meetings of shareholders of RG at which holders of RG Shares are entitled to vote (each, an “RG Meeting”) and with respect to all written consents sought from shareholders of RG, including holders of the RG Shares (each, an “RG Consent”), each Beneficiary shall be entitled to instruct the Trustee to cast and exercise for each Exchangeable Share owned of record by a Beneficiary on the record date established by RG or by applicable law for such RG Meeting or RG Consent, as the case may be (collectively, the “Beneficiary Votes”), in respect of each matter, question, proposal or proposition to be voted on at such RG Meeting or consented to in connection with such RG Consent, a pro rata number of Voting Rights determined by reference to the total number of outstanding Exchangeable Shares not owned by RG and its affiliates on the record date established by RG or by applicable law for such RG Meeting or RG Consent.
(2) The aggregate Voting Rights on a poll at an RG Meeting shall consist of a number of votes equal to one vote per outstanding Exchangeable Share from time to time not owned by RG and its affiliates on the record date established by RG or by applicable law for such RG Meeting or RG Consent, and for which the Trustee has received voting instructions from the Beneficiary. Pursuant to the terms of the Special Voting Share, the Trustee or its proxy is entitled on a vote on a show of hands to one vote in addition to any votes which may be cast by a Beneficiary (or its nominee) on a show of hands as proxy for the Trustee. Any Beneficiary who chooses to attend an RG Meeting in person, and who is entitled to vote in accordance with Section 4.8(2), shall be entitled to one vote on a show of hands.
