Stockholder Votes. Except as otherwise provided in this Agreement or as required by applicable law, any vote, approval, authorization or other action to be taken by the Stockholders shall be determined by a majority vote based on the number of Shares then owned by them.
Stockholder Votes. (a) At any meeting of stockholders at which directors are to be elected and with respect to any written consent of stockholders of the Company in lieu of meeting relating to the election of directors, Softbank shall vote, or execute and deliver a written consent with respect to, all shares of Common Stock and any other voting securities of the Company (collectively, the "Voting Stock") held of record or Beneficially Owned by Softbank in favor of the elections of the ITH Designees.
(b) At any meeting of stockholders at which directors are to be elected and with respect to any written consent of stockholders of the Company in lieu of meeting relating to the election of directors, ITH shall vote, or execute and deliver a written consent with respect to, all shares of Voting Stock held of record or Beneficially Owned by ITH in favor of the elections of the Softbank Designees.
Stockholder Votes. (a) Each Stockholder shall vote its shares of Common Stock (including any shares of Common Stock issued upon exercise of any Warrants) at any regular or special meeting of stockholders of the Corporation or in any written consent executed in lieu of such a meeting of stockholders of the Corporation, and shall take all other actions necessary, to elect the Independent Directors nominated by the Board of Directors as described in Section 2.1(a) of this Amendment.
(b) Each Stockholder shall vote its shares of Common Stock, (including any shares of Common Stock issued upon exercise of any Warrants) at any regular or special meeting of stockholders of the Corporation or in any written consent executed in lieu of such a meeting of stockholders of the Corporation, and shall take all other actions necessary, to elect the nominee if so nominated to the Board of Directors by SkyePharma pursuant to Section 2.1(b) or 2.1(d) or 2.1(e) of this Amendment.
(c) Until the third anniversary of the date of this Amendment, SkyePharma shall vote its shares of Common Stock (including any shares of Common Stock issued upon exercise of any Warrants) at any regular or special meeting of stockholders of the Corporation or in any written consent executed in lieu of such a meeting of stockholders of the Corporation, and shall take all other actions necessary, to elect the nominee if so nominated to the Board of Directors by the Founders pursuant to Section 2.1(c), 2.1(d) or 2.1(e) of this Amendment.
(d) Until the third anniversary of the date of this Amendment, when and as instructed by the Founders in accordance with Section 2.2(e), SkyePharma shall vote all of its shares of Common Stock in favor of any resolution approved by the Board of Directors (provided, however, that the resolution shall have been approved by all directors who qualify as Independent Directors currently serving as Directors) pursuant to which there is proposed the following:
(i) an amendment to the Certificate of Incorporation providing solely for an increase in authorized capital stock of the Corporation or a change in capital stock by means of a stock split, reverse stock split or stock dividend;
(ii) an adoption of, or any amendment to, any employee benefit plan generally applicable to all employees of the Corporation, including without limitation, a stock option plan, stock issuance plan or rights plan;
(iii) the issuance of additional securities for cash (if required to be solicited in accordance with the r...
Stockholder Votes. In connection with any vote taken at any meeting of the stockholders of the Company or any action by written consent of the stockholders of the Company in lieu thereof (other than with respect to the election of Directors, which is governed by Section 2.1), each Stockholder will vote, or act by written consent with respect to, all of its Voting Securities in the manner determined by the Stockholders holding a majority of the Voting Securities held by all Stockholders at the time of such vote or action.
Stockholder Votes. 4 2.3 Certificate of Incorporation and By-laws.............................4 ARTICLE III TRANSFERS.........................................................5
Stockholder Votes. (a) Each Stockholder shall vote its shares of Common Stock (including any shares of Common Stock issued upon exercise of any Warrants) at any regular or special meeting of stockholders of the Corporation or in any written consent executed in lieu of such a meeting of stockholders of the Corporation, and shall take all other actions necessary, to elect the Independent Directors nominated by the Board of Directors as described in Section 2.1(a) of this Agreement.
(b) Each Stockholder shall vote its shares of Common Stock, (including any shares of Common Stock issued upon exercise of any Warrants) at any regular or special meeting of stockholders of the Corporation or in any written consent executed in lieu of such a meeting of stockholders of the Corporation, and shall take all other actions necessary, to elect the nominee if so nominated to the Board of Directors by SkyePharma pursuant to Section 2.1(a) or 2.1(c) of this Agreement.
(c) Each Stockholder agrees that such Stockholder shall not deposit any shares of Common Stock in a voting trust or subject the shares of Common Stock to any agreement, arrangement or understanding with respect to the voting of the shares of Common Stock inconsistent with this Agreement.
Stockholder Votes. The Principal Stockholder agrees that it shall, at any meeting of stockholders of the Company, however called, or in connection with any written consent of stockholders of the Company, vote (or cause to be voted) the shares (if any) of capital stock of the Company (the "Capital Stock") then held of record or Beneficially Owned by such Principal Stockholder, (i) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Purchase Agreement; (ii) in favor of election to the Board of Directors of the directors which SOFTBANK is entitled to designate upon consummation of the Purchase Agreement and which have been identified by SOFTBANK as nominees for such purpose; and (iii) except as otherwise agreed to in writing in advance by SOFTBANK, against the following actions (other than the Purchase (as defined in the Purchase Agreement) and the transactions contemplated by the Purchase Agreement): (A) a dissolution of the Company or (B) any material change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation or By-laws, in each case, which is intended, or could reasonably be expected, to impede, delay or adversely affect the Purchase and the transactions contemplated by this Agreement and the Purchase Agreement. The Principal Stockholder agrees that it shall not enter into any agreement or understanding with any Person the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 2.
Stockholder Votes. Each of the Stockholders agrees to vote all of its shares of Common Stock (i) following any Stockholder vote pursuant to Section 2.4(b), "FOR" any such matter receiving Special Stockholder Approval pursuant to Section 2.4(b), (ii) following any Stockholder vote pursuant to Section 2.4(b), "AGAINST" any such matter failing to receive Special Stockholder Approval in accordance with Section 2.4(b) and (iii) for each of the designees appointed to the Board pursuant to this Agreement.
Stockholder Votes. No vote of the holders of the outstanding shares of any class or series of DA’s capital stock is required by the DGCL or DA’s Articles of Incorporation or Bylaws for DA to execute and deliver this Agreement and approve the Merger and the
Stockholder Votes. So long as there has not been (i) a threatened or actual loss or termination of employment of a Key Employee, (ii) the occurrence of a Material Adverse Effect or (iii) the occurrence or likely occurrence of a default or event of default with respect to an loan facility or loan agreement of the Company or UnionTools, such Purchaser shall vote for all Stockholder proposals necessary to consummate the Transactions, including the approval of the increase in the number of authorized shares of Common Stock from 20,000,000 to 200,000,000 and an increase in the authorized number of shares of preferred stock from 1,000 to 1,000,000, the Reverse Split, Rights Offering, the Amended and Restated Certificate of Incorporation, the Long Term Incentive Plan and the increase in the number of shares of common stock issuable pursuant to the 1997 Stock Incentive Plan from 1,000,000 to 2,500,000 and an increase in the number of shares of common stock issuable pursuant to the 1997 Non-Employee Director Stock Option Plan from 500,000 to 3,000,000, and to approve the issuance of shares of the Company's common stock upon the conversion of the New Notes, the Series A Preferred Stock, and the Supplemental Note.
