Special Voting Share. During the term of this Agreement, Parent will not issue any additional Special Voting Shares and will not amend, alter, change or repeal the terms of the Special Voting Share without the prior approval of the holders of the Exchangeable Shares in accordance with Section 11 of the Share Provisions.
Special Voting Share. 7 STB..........................................................................18
Special Voting Share. (a) In accordance with the terms and conditions of the Share Purchase Agreement, Exchangeco will cause Quanta to issue in trust on behalf of the holders of Exchangeable Shares one share of its Series F Preferred Stock (a “Special Voting Share”) entitling the holder of the Special Voting Share to a number of votes on any resolution to be voted on by holders of Quanta Shares at any meeting of the shareholders of Quanta equal to the number of Exchangeable Shares on the record date for such meeting (other than Exchangeable Shares held by Quanta, Callco and other Affiliates of Quanta). So long as there are any Exchangeable Shares outstanding (other than Exchangeable Shares held by Quanta, Callco and other Affiliates of Quanta), Quanta will not issue any additional share of the same class as the Special Voting Share, and will not amend, alter, change or repeal the terms of the Special Voting Share without the prior approval of the holders of the Exchangeable Shares in accordance with Section 11.2 of the Share Provisions.
(b) In the event that the Special Voting Share is entitled to be purchased by Quanta in accordance with its share terms, each holder of Exchangeable Shares hereby irrevocably and unconditionally appoints Quanta with effect on and from the date hereof as his attorney with full xxxxxx of substitution in his name and for him and on his behalf (and to the complete exclusion of any rights he may have in such regard) to lawfully transfer such Special Voting Share to Quanta for the consideration set forth in such share terms.
Special Voting Share. The special voting share and the limited partner interest represented thereby issued by the Partnership to Ares Voting LLC, a Delaware limited liability company, has been duly authorized and validly issued, and conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
Special Voting Share. 3.1 Xxxxxx Xxxxxxx shall sell and the Purchaser shall purchase the Special Voting Share.
3.2 The Special Voting Share shall be sold free from all Encumbrances and together with all rights attaching to it.
3.3 The consideration for the sale of the Special Voting Share shall be $1.
Special Voting Share. The special voting share has a par value of $0.0001 per share. The special voting share entitles the holder thereof to an aggregate number of votes equal to the number of the Exchangeable Shares issued and outstanding from time to time and that are not owned by us or our subsidiaries. Except as otherwise provided herein or by law, the holder of the special voting share and the holders of our common stock will vote together as a single class on all matters submitted to a vote of Xxxxxx’s shareholders. With respect to all meetings of shareholders of Akerna at which holders of Xxxxxx shares are entitled to vote, each registered holder of Exchangeable Shares shall be entitled to instruct the trustee holding the special voting share to cast and exercise, in the manner instructed, that number of votes equal to the “Equivalent Vote Amount” for each Exchangeable Share owned of record by such holder of Exchangeable Shares at the close of business on the record date established by Akerna or by applicable law for such meeting, in respect of each matter, question, proposal or proposition to be voted on at such meeting. At such time as the special voting share has no votes attached to it, the special voting share shall be automatically cancelled.
Special Voting Share. Prior to the Implementation Date, Xxxxxxx will use its best endeavours to procure that Computershare Trust Company of Canada gives a legally binding commitment to do all things necessary after the Implementation Date to transfer the Special Voting Share to Bidder (or otherwise as directed by Bidder) or to facilitate the cancellation of the Special Voting Share.
Special Voting Share. During the term of this Agreement, Apta will not issue any additional Special Voting Shares beyond the Special Voting Share to be issued to the Agent pursuant to the Share Exchange Agreement and the Voting and Exchange Agency Agreement, and will not amend, alter, change or repeal the terms of the Special Voting Share without the prior approval of the holders of the Exchangeable Shares in accordance with Section 11 of the Share Provisions.
Special Voting Share. The rights, preferences, privileges, restrictions and other matters relating to the Special Voting Share are as follows:
Special Voting Share simultaneously with the transaction in Section 2.2(f), each Special Voting Share outstanding immediately prior to the Effective Time, notwithstanding the terms thereof, shall, without any further action on the part of the Company or the holder of such Special Voting Share, be immediately cancelled for no consideration and:
