Special Voting Rights. At the request of Participants whose Units equal 10% or more of the total Units, the Managing General Partner shall call for a vote by Participants. Each Unit is entitled to one vote on all matters, and each fractional Unit is entitled to that fraction of one vote equal to the fractional interest in the Unit. Participants whose Units equal a majority of the total Units may, without the concurrence of the Managing General Partner or its Affiliates, vote to:
Special Voting Rights. (i) So long as any Shares of Series B Preferred Stock remain outstanding, in addition to any other vote or consent of stockholders required by the Charter, the affirmative vote or consent of the holders of two-thirds of the outstanding Shares of Series B Preferred Stock and Parity Preferred Stock upon which like voting rights have been conferred (voting together as a single class) shall be required to authorize, create or issue, or increase the number of authorized or issued shares of, any class or series of Senior Stock or reclassify any authorized shares of capital stock of the Corporation into Senior Stock, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase Senior Stock.
(ii) So long as any shares of Series B Preferred Stock remain outstanding, the holders of shares of Series B Preferred Stock also shall have the exclusive right to vote on any amendment, alteration or repeal of the Charter, including the terms of the Series B Preferred Stock, that would alter only the contract rights, as expressly set forth in the Charter, of the Series B Preferred Stock, and the holders of any other classes or series of capital stock of the Corporation shall not be entitled to vote on any such amendment, alteration or repeal. Any such amendment, alteration or repeal shall require the affirmative vote or consent of the holders of two-thirds of the shares of Series B Preferred Stock issued and outstanding at the time. With respect to any amendment, alteration or repeal of the Charter, including the terms of the Series B Preferred Stock, that equally affects the terms of the Series B Preferred Stock and any Parity Preferred Stock upon which like voting rights have been conferred, the holders of shares of Series B Preferred Stock and such Parity Preferred Stock (voting together as a single class) also shall have the exclusive right to vote on any amendment, alteration or repeal of the Charter, including the terms of the Series B Preferred Stock, that would alter only the contract rights, as expressly set forth in the Charter, of the Series B Preferred Stock and such Parity Preferred Stock, and the holders of any other classes or series of capital stock of the Corporation shall not be entitled to vote on any such amendment, alteration or repeal. Any such amendment, alteration or repeal shall require the affirmative vote or consent of the holders of two-thirds of the shares of Series B Preferred Stock and such Parity...
Special Voting Rights. The Act assumes that every company has a large number of shareholders. It provides that a motion is carried when the appropriate proportion (usually 51% or 75%, of those members “present and voting” vote in favour. However, if there are only four shareholders and one is on holiday, it would be all too easy to call ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . To avoid that issue, we have provided that any motion relating to anything mentioned in this agreement shall be decided only by a real majority. That is to say, the guys who ■ ■ ■ ■ ■ ■ ■ ■ “ ■ ■ ■ ■ ” ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . Remember however, that good modern constitution allows for meetings to take place via telecoms software even if the participants are scattered over the whole world. A shareholder will also be “present” ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Special Voting Rights. In addition to the voting rights set forth in Subdivision 1 of this Division B, the holders of shares of Class B Common Stock shall, subject to Paragraph (c) of this Section 1, have the following additional voting rights:
Special Voting Rights. Without the affirmative vote or consent of holders of at least a majority of the Series OH-1 Convertible Preferred Stock at the time outstanding or except as otherwise provided herein, the Corporation shall not amend this Certificate of Designation so as to alter or repeal the preferences, rights, privileges or powers of the Series OH-1 Convertible Preferred Stock in a manner that would adversely affect the rights of the holders of the Series OH-1 Convertible Preferred Stock.
Special Voting Rights. (A) If the Corporation proposes to (i) amend this Certificate of Incorporation (A) in any manner that would alter or change the powers, preferences or special rights of the shares of Class V Common Stock so as to affect them adversely or (B) to make any amendment, change or alteration to the restrictions on corporate actions described in Section 5.2(d), in each case whether by merger, consolidation or otherwise, or (ii) effect any merger or business combination as a result of which (A) the holders of all classes and series of Common Stock shall no longer own at least 50% of the voting power of the surviving corporation or of the direct or indirect parent corporation of such surviving corporation and (B) the holders of Class V Common Stock do not receive consideration of the same type as the other classes or series of Common Stock and, in aggregate, equal to or greater in value than the proportion of the average of the aggregate Fair Value of the outstanding Class V Common Stock over the 30-Trading Day period ending on the Trading Day preceding the date of the first public announcement of such merger or business combination to the aggregate Fair Value of the other outstanding classes or series of Common Stock over the same 30-Trading Day period (unless such securities are not Publicly Traded, in which case the aggregate Fair Value of such securities shall be determined as of the fifth Trading Day of such period), then in each case, such action will be subject to receipt by the Corporation of, and will not be undertaken unless the Corporation has received, the affirmative vote of the holders of record (other than shares held by the Corporation’s Affiliates), as of the record date for the meeting at which such vote is taken, of Class V Common Stock representing a majority of the aggregate voting power (other than shares held by the Corporation’s Affiliates) of Class V Common Stock present, in person or by proxy, at such meeting and entitled to vote thereon, voting together as a separate class. Any vote taken pursuant to this Section 5.2(h)(2)(A) will be in addition to, and not in lieu of, any vote of the stockholders of the Corporation required by law to be taken with respect to the applicable action.
(B) For so long as any shares of Class V Common Stock remain outstanding, Section 4.02 of the Bylaws shall not be amended or repealed (A) by the stockholders of the Corporation unless such action has received the affirmative vote of the holders of record (other ...
Special Voting Rights. In addition to Trust Units, there may be issued special voting units ("Special Voting Units") entitling the holders thereof to such number of votes at meetings of Unitholders as may be prescribed by the Board of Directors of the Corporation in the resolution authorizing the issuance of any such Special Voting Units. Except for the right to vote at meetings of the Unitholders, the Special Voting Units shall not confer upon the holders thereof any other rights; and for greater certainty, the holders of Special Voting Units shall not be entitled to any distributions of any nature whatsoever from the Trust or have any beneficial interest in any assets of the trust on termination of the Trust.
Special Voting Rights. The Company shall not, without the approval, by vote or written consent, of the Investor Director:
(i) amend its Certificate of Incorporation in any manner that would alter or change any of the rights, preferences, privileges or restrictions of the Series B Stock;
(ii) reclassify any outstanding shares of securities of the Company into shares having rights, preferences or privileges senior to or on parity with the Series B Stock or the Series C Stock;
(iii) authorize or issue any additional Series B Stock or Series C Stock or any other stock having rights or preferences senior to or on parity with the Series B Stock or Series C Stock or any common stock or securities convertible into shares of common stock which in the aggregate are greater than 10% of the issued and outstanding shares of common stock on the date of issuance calculated on a fully diluted basis;
(iv) merge or consolidate with or into any corporation;
(v) sell all or substantially all the Company's assets in a single transaction or series of related transactions;
(vi) liquidate or dissolve;
(vii) declare or pay any dividends (other than dividends payable solely in shares of Common Stock) on or declare or make any other distribution (other than Permitted Repurchases), directly or indirectly, on account of any shares of Common Stock now or hereafter outstanding;
(viii) redeem or repurchase any outstanding shares of the Company's capital stock (other than Permitted Repurchases as defined in Article FOURTH, Section D.2(h) and Section E.2(h) of the Company's Restated Certificate of Incorporation);
(ix) pay any bonuses to officers, directors or employees of the Company not contemplated in an operating budget approved by the Investor Director;
(x) award stock options, stock appreciation rights or similar employee benefits or determine vesting schedules, exercise prices or similar features; provided that the Company shall have the right to issue or grant such stock options, stock appreciation rights or similar employee benefits convertible into up to 1,398,000 shares of common stock;
(xi) pledge its assets or guarantee the obligations of any other individual or entity or at any time become a guarantor or surety of or pledge its credit on any undertaking of a third party;
(xii) incur indebtedness (other than trade payables) in excess of $50,000 in the aggregate, including (A) the execution of any promissory note, loan agreement or other agreement evidencing indebtedness, (B) drawing upon a line of cr...
Special Voting Rights. 6.1. Every reference on this agreement to a percentage of voting rights shall be construed as a reference to rights and percentages of the total ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
6.2. A shareholder shall be treated as present whether in person, by proxy, by alternate director or ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
6.3. The foregoing provision does not apply to a vote on any issue ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Special Voting Rights. (i) If and whenever at any time or times current dividends payable on shares of this Series shall have been in arrears and unpaid in any manner permitted under this Certificate of Designations, Preferences and Rights of Series A Preferred (the "Certificate") in an aggregate amount equal to or exceeding the amount of current dividends due and payable thereon for three (3) semi-annual dividend periods (consecutive or otherwise), then the number of directors constituting the Board of Directors shall be increased by two (2) and the holders of shares of this Series shall have the right, voting separately as a class, to elect two (2) directors of the Corporation to fill such newly- created directorships.
(A) Such special voting right may be exercised initially either at a special meeting of the holders of this Series called as hereinafter provided, or at any annual meeting of stockholders held for the purpose of electing directors, and thereafter at each such annual meeting. The right of the holders of this Series to vote for the election of such members of the Board of Directors of the Corporation as aforesaid shall continue until such time as all current dividends accumulated on this Series shall have been paid in full in any manner permitted under this Certificate, at which time the special voting rights of the holders of this Series to vote separately as a class shall terminate and, if such voting right of the holders of this Series shall have terminated, subject to the requirements of the General Corporation Law of Delaware, the term of the directors elected pursuant to subparagraph 4(b)(i) shall terminate.
(B) At any time when such voting rights shall have vested in holders of this Series, a proper officer of the Corporation shall, upon the written request of the record holders of at least 10% of the aggregate voting power represented by the then outstanding shares of this Series, addressed to the Secretary of the Corporation, call a special meeting of such holders for the purpose of electing directors pursuant to paragraph 4(b)(i). Such meeting shall be held at the earliest practicable date upon the notice required for annual meetings of stockholders at the place for holding annual meetings of stockholders of the Corporation or, if none, at a place designated by the Board of Directors. If such meeting is not called by the proper officers of the Corporation within thirty (30) days after the personal service of such written request upon the Secretary of the...
