Proxy Solicitations, etc. Prior to the fifth anniversary of the Effective Date, no member of the Zell Xxxup shall solicit proxies, assist any other person in any way, directly or indirectly, in the solicitation of proxies, become a "participant" in a "solicitation" or assist any "participant" in a "solicitation" (as such terms are defined in Rule 14a-1 of Regulation 14A under the Exchange Act) in opposition to the recommendation of a majority of the Disinterested Directors, submit any proposal for the vote of stockholders of the Company, in each case (a) without the prior approval of the majority of the Disinterested Directors or (b) other than with respect to Company Voting Securities (i) held by any member of the Zell Xxxup or (ii) subject to the Agreement Among Stockholders or the Stockholders' Agreement.
Proxy Solicitations, etc. For so long as the Company shall have a class of equity securities that is listed for trading on the New York Stock Exchange or any other national securities exchange, no member of the Trian Group shall solicit proxies, assist, encourage or participate with any other person in any way, directly or indirectly, in the solicitation of proxies, become a “participant” in a “solicitation,” or assist any “participant” in, a “solicitation” (as such terms are defined in Rule 14a-1 of Regulation 14A under the Exchange Act), or submit any proposal for the vote of stockholders of the Company, or recommend or request or induce or attempt to induce any other person to take any such actions, or seek to advise, encourage or influence any other person with respect to the voting of Company Voting Securities, in each case, if the result of any such proposal or solicitation would be to cause the Board of Directors of the Company to be comprised of less than a majority of Independent Directors. For the avoidance of doubt, the foregoing shall not prohibit any member of the Trian Group from (i) exercising its right as a director to vote in favor of the nomination of any person approved by the Nominating and Corporate Governance Committee of the Board of Directors or (ii) voting its shares of Company Voting Securities in favor of the election of any person nominated by the Board of Directors for election to the Board of Directors.
Proxy Solicitations, etc. Prior to the third anniversary of the Effective Date, no member of the Investor Group or the Shareholder Group shall, in any way, participate in, directly or indirectly, any "solicitation" of "proxies" (as such terms are used in Regulation 14A promulgated under the Exchange Act) to vote or consent with respect to any Company Voting Securities or become a "participant" in an "election contest" (as such terms are used in Rule 14a-11 under the Exchange Act) with respect to the Company, except, in each case, with the prior approval of the Disinterested Directors; provided, however, that members of the Shareholder Group may participate in the solicitation of proxies with respect to matters recommended by the Company's Board of Directors.
Proxy Solicitations, etc. No member of the Xxxxxx Group shall solicit proxies, assist, encourage or participate with any other person in any way, directly or indirectly, in the solicitation of proxies, become a "participant" in a "solicitation," or assist any "participant" in, a "solicitation" (as such terms are defined in Rule 14a-1 of Regulation 14A under the Exchange Act), in each case in opposition to the recommendation of a majority of the Board, or submit any proposal for the vote of stockholders of the Company, or recommend or request or induce or attempt to induce any other person to take any such actions, or seek to advise, encourage or influence any other person with respect to the voting of Company Voting Securities.
Proxy Solicitations, etc. During the Standstill Period KLM will not, and will cause each of its Affiliates not to, directly or indirectly, solicit proxies, assist any other Person in any way, directly or indirectly, in the solicitation of proxies, or otherwise become a "participant" in a "solicitation," or assist any "participant" in a "solicitation" (as such terms are defined in Rule 14a-1 of Regulation 14A under the Exchange Act as in effect on the date of this Agreement) in opposition to the recommendation or proposal of the NWA Corp. Board of Directors, or submit any proposal for the vote of stockholders of NWA Corp., or recommend or request or induce or attempt to induce any other Person to take any such actions, or seek to advise, encourage or influence any other Person with respect to the voting of NWA Corp. Voting Securities. In furtherance of KLM's obligations pursuant to this Section 2.2, during the Standstill Period KLM shall, and shall cause its Affiliates to, at any annual or special meeting of stockholders at which members of the NWA Corp. Board of Directors are to be elected or in connection with a solicitation of consents through which members of the NWA Corp. Board of Directors are to be selected, to vote (or give a written consent or proxy with respect to) all NWA Corp. Voting Securities beneficially owned by them in favor of the election to the NWA Corp. Board of Directors of the persons recommended by the NWA Corp. Board of Directors.
Proxy Solicitations, etc. During the Standstill Period NWA Corp. will not, and will cause each of its Affiliates not to, directly or indirectly, solicit proxies, assist any other Person in any way, directly or indirectly, in the solicitation of proxies, or otherwise become a "participant" in a "solicitation," or assist any "participant" in a "solicitation" (as such terms are defined in Rule 14a-1 of Regulation 14A under the Exchange Act as in effect on the date of this Agreement) in opposition to the recommendation or proposal of the Supervisory Board of KLM or the Management Board of KLM or equivalent governing body of a KLM Holding Company or a KLM Partner or any successor thereof or any Affiliate thereof, or submit any proposal for the vote of stockholders of KLM, a KLM Holding Company or a KLM Partner, or recommend or request or induce or attempt to induce any other Person to take any such actions, or seek to advise, encourage or influence any other Person with respect to the voting of KLM Voting Securities.
Proxy Solicitations, etc. Prior to June 30, 2002, no member of the Zell Xxxup shall solicit proxies, assist any other person in any way, directly or indirectly, in the solicitation of proxies, become a "participant" in a "solicitation" or assist any "participant" in a "solicitation" (as such terms are defined in Rule 14a-1 of Regulation 14A under the Exchange Act) in opposition to the recommendation of a majority of the Disinterested Directors, submit any proposal for the vote of stockholders of the Company, recommend or request or induce or attempt to induce any other person to take any such actions, or seek to advise, encourage or influence any other person with respect to the voting of Company Voting Securities, in each case without the prior approval of the majority of the Disinterested Directors and, subject to Section 3.7, other than with respect to Company Voting Securities held by any member of the Zell Xxxup.
Proxy Solicitations, etc. Neither Venture Partner shall solicit proxies, assist any other person in any way, directly or indirectly, in the solicitation of proxies, become a "participant" in a "solicitation," or assist any "participant" in a "solicitation" (as such terms are defined in Rule 14a-1 of Regulation 14A under the Exchange Act) in opposition to the recommendation of the Board of Directors of the other Venture Partner, or submit any proposal for the vote of shareholders of the other Venture Partner, or recommend or request or induce or attempt to induce any other person to take any such actions, or seek to advise, encourage or influence any other person with respect to the voting of Voting Securities of the other Venture Partner, in each case without the prior approval of the Board of Directors of such other Venture Partner.
Proxy Solicitations, etc. Prior to the Termination Date, Xxxxxxxxx shall not solicit proxies, assist any other person in any way, directly or indirectly (through CPFF, Consolidation Partners or otherwise), in the solicitation of proxies, become a "participant" in a "solicitation" or assist any "participant" in a "solicitation" (as such terms are defined in Rule 14a-1 of Regulation 14A under the Exchange Act) in opposition to nominees for directors proposed by the Board of Directors of the Company or submit any proposal for the vote of stockholders of the Company.
Proxy Solicitations, etc. During the Limitation Period, ------------------------- neither an Investor nor any of its affiliates shall solicit proxies, assist any other person in any way, directly or indirectly, in the solicitation of proxies, become a "participant" in a "solicitation," or assist any "participant" in a "solicitation" (as such terms are defined in Rule 14a-1 of Regulation 14A under the Exchange Act) in opposition to the recommendation of the Independent Committee, or submit any proposal for the vote of shareholders of the Company, or recommend or request or induce or attempt to induce any other person to take any such actions, or seek to advise, encourage or influence any other person with respect to the voting of Company Voting Securities, in each case without the Prior Approval of the Independent Committee. Nothing in this Section 7.05 shall restrict any Investor or its affiliates from otherwise voting its shares of Company Voting Securities.
