Total Voting Power Sample Clauses
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Total Voting Power. Buyer shall cause all Voting Securities owned by Buyer to be represented, in person or by proxy, at all meetings of holders of Voting Securities of which Buyer has actual notice, so that such Voting Securities may be counted for the purpose of determining the presence of a quorum at such meetings. The Corporation agrees to give Buyer reasonable advance notice of the record date of any meeting of stockholders (or consent solicitation) to which a Takeover Proposal or a Stock Issuance Proposal will be submitted for approval (or in respect of which consents will be sought) so that Buyer may, subject to the other provisions of this Agreement, convert shares of Preferred Stock into Common Stock prior to the applicable record date and vote such shares of Common Stock at such meeting (or execute such consent) as permitted hereby.
Total Voting Power. The term "Total Voting Power" shall mean the total combined Voting Power in the general election of directors of the Company, on a fully diluted basis, of all the Voting Securities then outstanding. For purposes of determining Total Voting Power under this Agreement, a Voting Security which is convertible into or exchangeable for a Voting Security shall be counted as having the greater of (i) the number of votes to which such Voting Security is entitled prior to conversion or exchange and (ii) the number of votes to which the Voting Security into which such Voting Security is convertible or exchangeable is entitled.
Total Voting Power. The term "Total Voting Power" shall mean the total combined Voting Power, on a fully diluted basis, of all the Voting Securities then outstanding.
Total Voting Power. In furtherance of this paragraph, Spruce House and its controlled Affiliates hereby irrevocably appoint the Company and any individuals designated by the Company, and each of them individually, as the attorneys, agents and proxies, with full power of substitution and re-substitution in each of them, for Spruce House and its controlled Affiliates, and in the name, place and stead of Spruce House and its controlled Affiliates, to vote (or cause to be voted) in such manner as set forth in this paragraph the Voting-Restricted Shares that Spruce House and its controlled Affiliates are or may be entitled to vote at any meeting of the Company held after the date hereof (but prior to the End Date), whether annual or special and whether or not an adjourned meeting, and to act by written consent in lieu of a meeting to the extent permissible with respect to the Voting-Restricted Securities (the “Irrevocable Proxy”). The Irrevocable Proxy is coupled with an interest, shall be irrevocable and binding on any successor in interest of Spruce House and/or its controlled Affiliates and shall not be terminated by operation of law upon the occurrence of any event; provided, however, that notwithstanding any other provision hereof (i) the Irrevocable Proxy shall cease to apply to any shares upon the sale or transfer thereof by Spruce House or its controlled Affiliates to anyone other than Spruce House or its controlled Affiliates or any “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) of which Spruce House or its controlled affiliates is a member and (ii) the Irrevocable Proxy shall terminate upon the earlier of the End Date or mutual agreement of the Company and Spruce House. The Irrevocable Proxy shall operate to revoke and render void any prior proxy as to any securities of the Company heretofore granted by Spruce House and its controlled Affiliates which is inconsistent herewith, including the proxy granted by Spruce House pursuant to the letter agreement dated December 21, 2018. Spruce House shall cause any of its controlled Affiliates that may from time to time beneficially own Voting-Restricted Shares, if and when requested by the Company from time to time, to promptly execute and deliver to the Company an irrevocable proxy, substantially in the form of the Irrevocable Proxy. This paragraph shall be effective only as to any shares of the Company’s common stock held by Spruce House and/or its controlled Affiliates that are, once pu...
Total Voting Power. The term "Total Voting Power of the Company" means the total number of votes which may be cast in the election of directors of the Company at any meeting of stockholders of the Company if all securities entitled to vote in the election of directors of the Company were present and voted at such meeting (other than votes that may be cast only upon the happening of a contingency).
Total Voting Power except in the case of a Stockholder Interested Transaction (as defined below), the Company shall not take any action described in Exhibit 3 hereto without the affirmative vote of a majority of the entire Board of Directors, which majority includes the LIH II Director.
(b) The Company shall not take any action relating to a Stockholder Interested Transaction, unless such Stockholder Interested Transaction has been approved by the affirmative vote of a majority of the Independent Directors. Each of LIH and LIH II severally agrees that it shall not, and shall not take any action which would cause the Company or its Board of Directors to, enter into or participate in any Stockholder Interested Transaction which has not been approved by the affirmative vote of a majority of the Independent Directors. If requested by a majority of the Independent Directors, each of LIH and LIH II severally agrees to cause the LIH Director or the LIH II Director, as the case may be, not to vote upon or consent to any Stockholder Interested Transaction, but such directors may be counted for purposes of any quorum necessary to such action. "Stockholder Interested Transaction" shall mean any transaction with or involving an LIH Entity, its respective Affiliates or Associates or relating to this Agreement, including, without limitation, any amendment, modification or waiver hereof or thereof.
Total Voting Power. Buyer shall cause all Voting Securities owned by Buyer to be represented, in person or by proxy, at all meetings of holders of Voting Securities of which Buyer has actual notice, so that such Voting Securities may be counted for the purpose of determining the presence of a quorum at such meetings. The Corporation agrees to give Buyer reasonable advance notice of the record date of any meeting of stockholders (or consent solicitation) to which a Takeover Proposal or a Stock Issuance Proposal will be submitted for approval (or in respect of which consents will be sought) so that Buyer may, subject to the other provisions of this Agreement, convert shares of Preferred Stock into Common Stock prior to the applicable record date and vote such shares of Common Stock at such meeting (or execute such consent) as permitted hereby. Notwithstanding the foregoing, if Buyer's covenant to vote and cause to be voted all Voting Securities owned by the Buyer for nominees to the Board of Directors who have been recommended by the Corporation's Board of Directors is unenforceable, then Buyer shall vote and cause to be voted all Voting Securities owned by Buyer for nominees to the Board of Directors of the Corporation, at Buyer's election, either for the nominees to the Board of Directors of the Corporation who have been recommended by the Corporation's Board of Directors or in proportion to the votes cast by the other holders of Voting Securities.