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Number; Voting Sample Clauses

Number; Voting. The Board shall consist of five (5) Representatives. A Representative may be any natural person who may, but need not be, an employee of any of the Members or the Company. The Members agree that three (3) Representatives of the Board shall be individuals nominated by the Alcoa Members and two (2) Representatives of the Board shall be individuals nominated by the Alumina Members. Each Member agrees to vote its Interest to elect as Representatives the individuals nominated by the other Members. In the case of the death, resignation or removal of a Representative prior to the expiration of his or her term, each Member further agrees to vote its Interest to appoint as his or her replacement an individual nominated by the Member(s) which had nominated the Representative whose death, resignation or removal is the cause of the vacancy. The number of Representatives may be changed only by a Supermajority Member Resolution.
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Number; Voting. The Board shall consist of five (5) Representatives. A Representative may be any natural person who may, but need not be, an employee of any of the Members or the Company. The Members agree that two (2) Representatives of the Board shall be individuals nominated by ACOA, one (1) Representative of the Board shall be an individual nominated by ASC, one (1) Representative of the Board shall be an individual nominated by WMC-D and one (1) Representative of the Board shall be an individual nominated by WMC-F. Each Member agrees to vote its Interest to elect as Representatives the individuals nominated by the other Members. In the case of the death, resignation or removal of a Representative prior to the expiration of his or her term, each Member further agrees to vote its Interest to appoint as his or her replacement an individual nominated by the Member which had nominated the Representative whose death, resignation or removal is the cause of the vacancy. The number of Representatives may be changed only by the affirmative vote of the Members holding an eighty percent (80%) or greater Percentage Interest in the Company.
Sample 1
Number; Voting. The number of directors constituting the Board, as fixed from time to time by the Board in accordance with this Agreement and the Bylaws, shall initially be seven (7). Notwithstanding any provision in the By-laws, the number of directors constituting the Board shall not be changed without the consent of the Bear Group. At each annual meeting of the Holders, and at each special meeting of the Holders called for the purpose of electing directors of the Company, and at any time at which the Holders shall have the right to, or shall, vote for, or consent in writing to, the election of directors of the Company, then, and in each such event, the Holders shall vote all of the shares of Common Stock owned by them or their Affiliates for, or consent in writing with respect to such shares in favor of, the election of the following Persons to the Board: (i) one director who shall be the chief executive officer of the Company (the "CEO Director"), who shall initially be Xxxxxxx XxXxxx; and (ii) all remaining directors that are to be elected by the holders of Common Stock pursuant to the Bylaws and the Restated Certificate shall be designated and approved by the Bear Group (the "Bear Group Directors" and individually, each a "Bear Group Director"), provided, however, that (a) the seats to be occupied by the Bear Group Directors shall initially be vacant until the Bear Group determines to fill such vacancies pursuant to this Agreement and the Bylaws and (b) the Bear Group shall consult with the chief executive officer of the Company prior to designating any non-Affiliate of the Bear Group pursuant to this Section 6(a)(ii). Pursuant to this Agreement and the Bylaws, on the date hereof each undersigned Holder hereby approves and votes all of his or its shares of Common Stock in favor of the election to the Board of the initial designee named pursuant to Section 6(a)(i). Each Holder acknowledges that up to four of the five directorships to be filled by the holders of the Common Stock may remain vacant following the date hereof until such time as such vacancies are filled pursuant to the Bylaws and this Section 6.
Sample 1
Number; Voting. The number of directors constituting the Board shall be fixed from time to time by the Board in accordance with this Agreement and the Bylaws. Notwithstanding any provision in the By-laws, the number of directors constituting the Board shall not be changed without the consent of IPC. At each annual meeting of the Holders, and at each special meeting of the Holders called for the purpose of electing directors of the Company, and at any time at which the Holders shall have the right to, or shall, vote for, or consent in writing to, the election of directors of the Company, then, and in each such event, the Holders shall vote all of the shares of Common Stock owned by them or their Affiliates for, or consent in writing with respect to such shares in favor of, the election of the directors designated by IPC (the “IPC Directors” and individually, each a “IPC Director”).
Sample 1

Related to Number; Voting

  • 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.

  • Capitalization; Voting Rights (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of which 1,000,000,000 are shares of Common Stock, par value $0.001 per share, 99,776,704 shares of which of which are issued and outstanding and 10,502,000 are shares of preferred stock, par value $0.001 per share of which 378,061 shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c). (ii) Except as disclosed on Schedule 12(c), other than: (i) the shares reserved for issuance under the Parent's stock option plans; and (ii) shares which may be issued pursuant to this Agreement and the Ancillary Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Parent of any of its securities. Except as disclosed on Schedule 12(c), neither the offer or issuance of any of the Note, the Options or the Warrants, or the issuance of any of the Note Shares, the Option Shares or the Warrant Shares, nor the consummation of any transaction contemplated hereby will result in a change in the price or number of any securities of the Parent outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (iii) All issued and outstanding shares of the Parent's Common Stock: (i) have been duly authorized and validly issued and are fully paid and nonassessable; and (ii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. (iv) The rights, preferences, privileges and restrictions of the shares of the Common Stock are as stated in the Parent's Certificate of Incorporation (the "Charter"). The Note Shares, the Option Shares and the Warrant Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement and the Parent's Charter, the Securities will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances; provided, however, that the Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed.

  • Shareholder Vote The issuance of shares of Common Stock with respect to the applicable Closing, if any, shall not violate the shareholder approval requirements of the Principal Market.

  • Quorum; Voting A majority of the members of any Committee of the Trustees shall constitute a quorum for the transaction of business, and any action of such a Committee may be taken at a meeting by a vote of a majority of the members present (a quorum being present).

  • Stockholder Vote Anything in this Agreement to the contrary notwithstanding, in the event that any amounts payable to Xxxxxx hereunder, alone or together with other payments that Xxxxxx has a right to receive from Bandwidth, would constitute an “excess parachute payment” (as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)), then Bandwidth will reduce the amounts payable to the minimum extent necessary to avoid the payment of any excess parachute payments and to avoid Xxxxxx being subject to the excise tax imposed by Section 4999 of the Code. In the event that any payment or benefit intended to be provided hereunder is required to be reduced pursuant to this Section, then the reduction shall occur in the following order: (a) reduction of cash payments described in Section 3 (with such reduction being applied to the payments in the reverse order in which they would otherwise be made, that is, later payments shall be reduced before earlier payments); (b) cancellation of acceleration of vesting on any equity awards for which the exercise price exceeds the then fair market value of the underlying equity; and (c) cancellation of acceleration of vesting of equity awards not covered under (b) above. In the event that acceleration of vesting of equity awards is to be cancelled, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of such equity awards, that is, later equity awards shall be canceled before earlier equity awards. Without limiting the foregoing, if Bandwidth is not then a public company, it will use its best efforts to secure the approval of its stockholders to exempt the excess parachute payments from the loss of corporate tax deductions imposed under Section 280G and the excise tax imposed under Section 4999. If Bandwidth becomes publicly traded, it will comply with Section 951 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act that requires public companies subject to the federal proxy rules to provide their shareholders with an advisory vote on: executive compensation; the desired frequency of say-on-pay votes; and on golden parachute arrangements, and will seek shareholder votes under Internal Revenue Code Section 162(m), and any other law, regulation or rule that requires a shareholder vote on this Agreement, or that permits a vote to preserve tax benefits or avoid tax penalties.

  • Required Vote The affirmative vote of the holders of shares representing a majority of the voting power of the outstanding shares of the Company Common Stock is the only vote required, if any, of the holders of any class or series of capital stock or other Equity Interests of the Company to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger (the “Company Stockholder Approval”).

  • TIME OFF FOR VOTING If an employee does not have sufficient time to vote outside of working hours, the employee may request so much time off as will allow time to vote, in accordance with the State Election Code.

  • Parent Vote Immediately following the execution and delivery of this Agreement, Parent, in its capacity as the sole stockholder of Merger Sub, will execute and deliver to Merger Sub and the Company a written consent approving the Merger in accordance with the DGCL.

  • Additional Voting Powers and Voting Requirements for Certain Actions Notwithstanding any other provision of this Agreement, the Shareholders shall have power to vote to approve any amendment to Article VIII of this Agreement that would have the effect of reducing the indemnification provided thereby to Covered Persons or to Shareholders or former Shareholders, and any repeal or amendment of this sentence, and any such action shall require the affirmative vote or consent of Shareholders owning at least sixty-six and two-thirds percent (66 2/3%) of the Outstanding Shares entitled to vote thereon. In addition, the removal of one or more Trustees by the Shareholders shall require the affirmative vote or consent of Shareholders owning at least sixty-six and two-thirds percent (66 2/3%) of the Outstanding Shares entitled to vote thereon. The voting requirements set forth in this Section 6.2 shall be in addition to, and not in lieu of, any vote or consent of the Shareholders otherwise required by applicable law (including, without limitation, any separate vote by Portfolio (or Class) that may be required by the 1940 Act or by other applicable law) or by this Agreement.

  • Proxy Voting The Adviser will vote, or make arrangements to have voted, all proxies solicited by or with respect to the issuers of securities in which assets of a Fund may be invested from time to time. Such proxies will be voted in a manner that you deem, in good faith, to be in the best interest of the Fund and in accordance with your proxy voting policy. You agree to provide a copy of your proxy voting policy to the Trust prior to the execution of this Agreement, and any amendments thereto promptly.

Most Referenced Clauses

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