Common use of Number of Votes Clause in Contracts

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 controls any Common Shares or any other shares of capital stock in the Corporation entitled to vote at a Parent Meeting, then such Beneficiary shall ensure that (x) the aggregate number of Beneficiary Votes exercised by such Beneficiary (and its "affiliates" for the purposes of the Competition Act (Canada)) in respect of such Parent Meeting combined with (y) the aggregate number of votes attached to such Common Shares or any other shares of capital stock in the Corporation entitled to vote at a Parent Meeting that are exercised in respect of such Parent Meeting, do not exceed the Regulatory Voting Cap.

Number of Votes. (a) With respect to all meetings of shareholders of the Parent Holdings at which holders of Common Holdings Shares are entitled to vote (each, a "Parent “Holdings Meeting"”) and with respect to all written consents sought from the holders of Common Holdings Shares (each to the extent allowable under applicable law, each, a "Parent “Holdings Consent"”), each Beneficiary shall shall, solely as and to the extent provided in this Agreement, 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"), instructed in respect of each matter, question, proposal or proposition to be voted on at such Parent Holdings Meeting or in connection with such Parent Holdings Consent, that number of votes of the Special Voting Shares which is equal to the lesser of (other than any Excluded Matters)i) that number of Holdings Shares receivable upon the exchange of the Exchangeable Units (assuming for this purpose that the General Partner elects to repurchase such Exchangeable Units for Holdings Shares) owned of record by such Beneficiary on the record date (the “Record Date”) established by Holdings or pursuant to applicable law for determining the holders of Holdings Shares entitled to receive notice of and/or to vote at such Holdings Meeting or in connection with such Holdings Consent (the “Beneficiary Votes”) and (ii) the product, rounded down to the nearest whole number, of (x) the number of such Beneficiary Votes, multiplied by (y) a pro-ration fraction whose numerator is the number of issued Special Voting Shares as of such Record Date and whose denominator is the number of outstanding Exchangeable Units as of such Record Date. (b) Notwithstanding Section 4.3(a)To the extent permissible under applicable law, Holdings may (in its sole discretion and without the maximum number approval of Beneficiary Votes the Beneficiaries or the Trustee) elect to exchange all issued Special Voting Shares held in the Trust Estate for one non-economic preference share issued by Holdings with respect to which substantially the Holders may provide instructions to same terms and conditions as the Trustee issued Special Voting Shares, provided that such new preference share shall be limited such that maintain the aggregate Voting Rights 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 exchanged Special Voting Cap"), and each Holder shall be entitled to a number of Beneficiary Votes equal to its Proportionate Share of such Floating Voting CapShares. (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 controls any Common Shares or any other shares of capital stock in the Corporation entitled to vote at a Parent Meeting, then such Beneficiary shall ensure that (x) the aggregate number of Beneficiary Votes exercised by such Beneficiary (and its "affiliates" for the purposes of the Competition Act (Canada)) in respect of such Parent Meeting combined with (y) the aggregate number of votes attached to such Common Shares or any other shares of capital stock in the Corporation entitled to vote at a Parent Meeting that are exercised in respect of such Parent Meeting, do not exceed the Regulatory Voting Cap.

Number of Votes. (a1) With respect to all meetings of shareholders of the Parent RTO Acquiror at which holders of Common RTO Acquiror Shares are entitled to vote (each, a "Parent an “RTO Acquiror Meeting"”) and with respect to all written consents sought from holders of Common the RTO Acquiror Shares (each a "Parent each, an “RTO Acquiror Consent"”), each Beneficiary shall be entitled to instruct the Trustee to cast and exercise, in the manner instructed, exercise that number of votes equal to a pro rata number of Voting Rights determined by reference to the total number of outstanding Exchangeable Shares not owned by RTO Acquiror and its Proportionate Share of the Series 2 Special Voting Shares outstanding affiliates on the Record Date record date established by RTO Acquiror or by applicable law for such RTO Acquiror Meeting or RTO Acquiror Consent, for each Exchangeable Share owned of record by a Beneficiary on the record date established by RTO Acquiror or by applicable law for such RTO Acquiror Meeting or RTO 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 Parent RTO Acquiror Meeting or consented to in connection with such Parent RTO Acquiror Consent, (other than any Excluded Matters). (b2) Notwithstanding Section 4.3(a), the maximum number The aggregate Voting Rights on a poll at an RTO Acquiror Meeting shall consist 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 a number of votes attributable equal to Common Shares one vote per outstanding Exchangeable Share from time to time not owned by RTO Acquiror and all other its affiliates on the record date established by RTO Acquiror or by applicable law for such RTO Acquiror Meeting or RTO Acquiror Consent, and for which the Trustee has received voting securities instructions from the Beneficiaries in accordance with this Agreement. Pursuant to the terms of the Parent held by Special Voting Share, the Trustee or over its proxy is entitled on a vote on a show of hands to one vote in addition to any votes 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 may be cast by all security holders a Beneficiary (or its nominee) on a show of hands as proxy for the Parent (the "Floating Voting Cap"Trustee. Any Beneficiary who chooses to attend an RTO Acquiror Meeting in person, and who is entitled to vote in accordance with Section 4.8(2), and each Holder shall be entitled to one vote on a number show of Beneficiary Votes equal to its Proportionate Share of such Floating Voting Caphands. (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 controls any Common Shares or any other shares of capital stock in the Corporation entitled to vote at a Parent Meeting, then such Beneficiary shall ensure that (x) the aggregate number of Beneficiary Votes exercised by such Beneficiary (and its "affiliates" for the purposes of the Competition Act (Canada)) in respect of such Parent Meeting combined with (y) the aggregate number of votes attached to such Common Shares or any other shares of capital stock in the Corporation entitled to vote at a Parent Meeting that are exercised in respect of such Parent Meeting, do not exceed the Regulatory Voting Cap.

Number of Votes. (a) With respect to all meetings of shareholders of the Parent Adsero at which holders of Adsero Common Shares are entitled to vote (each, a an "Parent Adsero Meeting") and with respect to all written consents sought from by Adsero including the holders of Adsero Common Shares (each a an "Parent Adsero Consent"), each Beneficiary Holder shall be entitled to instruct the Trustee to cast and exercise, in the manner instructed, that exercise a number of votes equal to its Proportionate Share the number of the Series 2 A Special Voting Shares outstanding owned of record by such Holder on the Record Date record date established by Adsero or by applicable law for such Adsero Meeting or Adsero Consent, as the case may be, (the "Beneficiary Holder Votes"), ') in respect of each matter, question, proposal question or proposition to be voted on at such Parent Adsero Meeting or to be consented to in connection with such Parent Adsero Consent. For the purpose of determining the Holder Votes to which each Holder is entitled in respect of any such Adsero Meeting or Adsero 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 Series A Special Voting Shares owned of record by 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 determined at the close 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 business 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" record date established by Adsero or by applicable law 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 controls any Common Shares or any other shares of capital stock in the Corporation determining shareholders entitled to vote at such Adsero Meeting or to give written consent in connection with such Adsero Consent. With respect to each Adsero Meeting and Adsero Consent, Adsero shall mail or cause to be mailed (or otherwise communicate in the same manner as Adsero uses in communications to holders of Adsero Common Shares) to the Holders on the same day as the initial mailing or notice (or other communication) with respect thereto is given by Adsero to holders of Adsero Common Shares, a Parent Meeting, then such Beneficiary shall ensure that (x) the aggregate number of Beneficiary Votes exercised by such Beneficiary (and its "affiliates" for the purposes of the Competition Act (Canada)) in respect copy of such Parent Meeting combined notice, together with (y) the aggregate number any proxy or information statement and related materials provided to holders of votes attached to such Adsero Common Shares or any other shares of capital stock in the Corporation entitled to vote at a Parent Meeting that are exercised in respect of such Parent Meeting, do not exceed the Regulatory Voting CapShares.

Number of Votes. (a) With respect to all meetings of shareholders stockholders of the Parent RVI at which holders of shares of RVI Common Shares Stock are entitled to vote (each, a "Parent RVI Meeting") and with respect to all written consents sought by RVI from its stockholders including the holders of shares of RVI Common Shares Stock (each a "Parent RVI Consent"), each Beneficiary Holder shall be entitled to instruct the Trustee to cast and exercise, in the manner instructed, that a number of votes equal to its Proportionate the Equivalent Vote Amount for each Exchangeable Share owned of the Series 2 Special Voting Shares outstanding record by such Holder on the Record Date record date established by RVI or by applicable law for such RVI Meeting or RVI Consent, as the case may be, (the "Beneficiary Holder Votes"), ) in respect of each matter, question, proposal question or proposition to be voted on at such Parent RVI Meeting or to be consented to in connection with such Parent RVI Consent. Mailings to Shareholders With respect to each RVI Meeting and RVI Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as RVI utilizes in communications to holders of RVI Common Stock, subject to the Trustee's ability to provide this method of communication and upon being advised in writing of such method) to each of the Holders named in the List on the same day as the initial mailing or notice (or other than communication) with respect thereto is given by RVI to its stockholders: a copy of such notice, together with any Excluded Matters). (b) Notwithstanding Section 4.3(a), proxy or information statement and related materials to be provided to holders of RVI Common Stock; a statement of the maximum number of Beneficiary Holder Votes which the Holder is entitled to exercise; a statement that such Holder is entitled to instruct the Trustee as to the exercise of the Holder Votes with respect to such RVI Meeting or RVI Consent, as the case may be, or, pursuant to Section 4.7 hereof, to attend such RVI Meeting and to exercise personally the Holder Votes thereat; a statement as to the manner in which such instructions may be given to the Holders Trustee, including an express indication that instructions may provide instructions be given to the Trustee shall be limited to give: a proxy to such that Holder or such Holder's designee to exercise personally the aggregate Holder Votes; or a proxy to a designated agent or other representative of the Beneficiary Votes and management of RVI to exercise such Holder Votes; a statement that if no voting instructions are received from 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 obtainedHolder, the maximum number of Beneficiary Holder 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 (Holder is entitled will not be exercised; a form of direction whereby the Holder may so direct and its "affiliates" for the purposes of the Competition Act (Canada)) may provide instructions to instruct the Trustee does not exceed the number as contemplated herein; and a statement 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 the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a RVI Meeting shall not been obtained be earlier than the close of business on the Business Day prior to such meeting, and (ii) the method for revoking or amending such instructions. The materials referred to above are to be provided by RVI to the Trustee, but shall be subject to review and comment by the Trustee. For the purpose of determining Holder Votes to which a Beneficiary (and its "affiliates" Holder is entitled in respect of any such RVI Meeting or RVI Consent, the number of Exchangeable Shares owned of record by the Holder shall be determined at the close of business on the record date established by RVI or by applicable law for the purposes of the Competition Act (Canada)) beneficially owns or controls any Common Shares or any other shares of capital stock in the Corporation determining stockholders entitled to vote at a Parent Meeting, then such Beneficiary shall ensure that (x) RVI Meeting or to give written consent in connection with such RVI Consent. RVI will notify the aggregate number Trustee in writing of Beneficiary Votes exercised by such Beneficiary (and its "affiliates" for the purposes any decision of the Competition Act (Canada)) board of directors of RVI with respect to the calling of any such RVI Meeting or the seeking of any such RVI Consent and shall provide all necessary information and materials to the Trustee in respect of such Parent Meeting combined with (y) each case promptly and in any event in sufficient time to enable the aggregate number of votes attached Trustee to such Common Shares or any other shares of capital stock in the Corporation entitled to vote at a Parent Meeting that are exercised in respect of such Parent Meeting, do not exceed the Regulatory Voting Capperform its obligations contemplated by this Section 4.3.

Number of Votes. (a1) With respect to all meetings of shareholders of the Parent Newmont at which holders of Common Newmont Shares are entitled to vote (each, a "Parent “Newmont 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 exercise for each Exchangeable Share owned of votes equal to its Proportionate Share of the Series 2 Special Voting Shares outstanding record by a Beneficiary on the Record Date record date established by Newmont or by applicable law for such Newmont Meeting (the "“Beneficiary Votes"”), in respect of each matter, question, proposal or proposition to be voted on at such Parent Newmont Meeting, a pro rata number of Voting Rights determined by reference to the total number of outstanding Exchangeable Shares not owned by Newmont and its affiliates. Newmont shall provide the Trustee notice by the close of business on the third business day prior to a Newmont Meeting that neither Newmont or its affiliates have exercised any votes in connection with such Parent Consentrespect of the Exchangeable Shares. (2) The aggregate Voting Rights on a poll at a Newmont Meeting shall consist of a number of votes equal to the lesser of: (a) one vote per outstanding Exchangeable Share from time to time not owned by Newmont and its affiliates, (other than any Excluded Matters).and (b) Notwithstanding Section 4.3(a)one vote for every 10 votes attaching to outstanding Newmont Shares, and for which the Trustee has received voting instructions from the Beneficiaries. Pursuant to the terms of the Newmont Special Voting Share, the maximum number Trustee or its proxy is entitled on a vote on a show of Beneficiary Votes with respect hands to one vote in addition to any votes 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 a Beneficiary (or its nominee) on a show of hands as proxy for the Parent (the "Floating Voting Cap")Trustee. Any Beneficiary who chooses to attend a Newmont Meeting in person, and each Holder who is entitled to vote in accordance with Section 4.8(2) shall be entitled to one vote on a number show of Beneficiary Votes equal to its Proportionate Share of such Floating Voting Caphands. (c3) 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 The Trustee shall be limited such that the number of Beneficiary Votes with respect have no duty under this Agreement 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 determine or controls any Common Shares or any other shares of capital stock in the Corporation entitled to vote at a Parent Meeting, then such Beneficiary shall ensure that (x) ascertain the aggregate number of Beneficiary Votes exercised by such Beneficiary (Voting Rights attached to the Exchangeable Shares that are issued and its "affiliates" for the purposes of the Competition Act (Canada)) in respect of such Parent Meeting combined with (y) outstanding at any relevant time and the aggregate number of votes attached Voting Rights shall be determined by Newmont at or prior to such Common Shares or any other shares of capital stock in the Corporation entitled to vote at a Parent Meeting that are exercised in respect of such Parent Newmont Meeting, do not exceed the Regulatory Voting Cap.