Voting Arrangement. All voting trusts or similar agreements or arrangements of which I have knowledge under which more than 5% of the Company’s outstanding common stock, on an as converted basis, is held or to be held are described below:
Voting Arrangement. Do you have knowledge of any voting trusts or similar agreements or arrangements pursuant to which more than 5% of the Company’s outstanding common stock, on an as converted basis, is subject are described below: ¨ Yes ¨ No If yes, please describe such agreements or arrangements below:
Voting Arrangement. 9.1 The holders of the Series A Preference Shares, the holders of the Series B Preference Shares, the Ordinary Investor and the Management Shareholders hereby agree that the holders of the Series A Preference Shares and the holders of the Series B Preference Shares shall have the right to vote on an “as-if converted” basis, determined pursuant to the provisions of Article 9 of the Amended and Restated Articles of Association of the Company, as amended (the “Articles”) governing the conversion of the Series A Preference Shares and the Series B Preference Shares into Ordinary Shares, on any vote taken at any meeting, or in connection with any written consent, of the Company’s shareholders. Each of the Ordinary Investor and the Management Shareholders hereby agrees to take such action necessary to give effect to the foregoing, including voting or otherwise consenting with respect to a number of Ordinary Shares held by it as directed by (a) the holders of the Series A Preference Shares (with respect to the Series A Preference Shares) and (b) the holders of the Series B Preference Shares (with respect to Series B Preference Shares) so as to represent the additional Ordinary Shares such holders of the Series A Preference Shares and/or Series B Preference Shares, as applicable, would be entitled to receive if such holders had converted all of their then outstanding Series A Preference Shares and/or Series B Preference Shares, as the case may be, into Ordinary Shares the day of such vote or written consent.
9.2 The Company agrees not to effect any share split, reverse share split, share dividend, recapitalization, reclassification or similar transaction which will adversely affect the voting rights of the holders of the Series A Preference Shares or the holders of the Series B Preference Shares.
9.3 Each of the Shareholders hereby agrees to take such action necessary, including voting or otherwise consenting with respect to the Securities owned by it, or cause any representatives designated by such Shareholder to take such action necessary, including voting or otherwise consenting, as may be required under applicable Luxembourg law, to give full and timely effect to Article VII of the Articles with respect to the redemption of the Series A Preference Shares and the redemption of the Series B Preference Shares.
Voting Arrangement. The Holder hereby agrees that the then serving Chief Executive Officer of the Company (the “CEO”) shall have an undivided non-transferrable right to vote all of the Holder’s Shares issued upon exercise of this Warrant (collectively, the “Company Securities”) (A) to the extent the CEO holds shares of capital stock in the Company, consistent with how the CEO votes his or her shares of capital stock in the Company and (B) otherwise, in the CEO’s sole discretion acting in good faith, on all matters submitted to a vote of the stockholders of the Company at a meeting of stockholders or through the solicitation of a written consent of stockholders (whether of any individual class of stock or of multiple classes of stock voting together) for so long as the Holder is the record or beneficial owner of the Shares (the “Proxy Term”) which right shall continue until this subsection terminates pursuant to Section 2(e)(vii); provided that the CEO’s right to vote the Company Securities is not in any way used or exercised to take any action to treat the economic rights of the Company Securities differently from those of the other outstanding shares of Common Stock (as defined in the Restated Certificate). The Holder agrees that unless the CEO provides explicit written instruction to vote the Company Securities under this Section 2(e) or the CEO provides explicit written notice that the Holder shall be permitted by the CEO to vote in a manner other than as the CEO instructs, then the Holder shall abstain from voting any of the Company Securities (in person, by proxy or by action by written consent, as applicable) on all matters submitted to a vote of stockholders of the Company. For the avoidance of doubt, any power or authority not expressly granted to the CEO pursuant to this Section shall be retained by the Holder.
Voting Arrangement. The Purchaser hereby undertakes that, upon the Closing, in the event it receives any document whereby a vote, resolution, consent or other approval (each a “Shareholder Vote”) of the Purchaser with respect to the Sale Shares then held by the Purchaser is sought (collectively, the “Voting Documents”), the Purchaser shall (a) cause a copy of such Voting Documents to be promptly provided to the Seller, and (b) cast such votes at any Shareholder Vote representing seventy percent (70%) of the Sale Shares then held by the Purchaser in accordance with the voting instructions given by the Seller, to the extent such voting instructions shall have been given to the Purchaser promptly and within the period prescribed in the relevant Voting Document. For the avoidance of doubt, nothing in this Letter shall limit the Purchaser’s right to cast such votes at any Shareholder Vote representing the remaining thirty percent (30%) of the Sale Shares then held by the Purchaser in its full discretion. In case of any dispute between the Purchaser and the Seller arising out of or in connection with any Shareholder Vote, the parties hereto shall use commercially reasonable efforts to ensure that the Purchaser and the Seller may each cast votes representing thirty percent (30%) and seventy percent (70%), respectively, of the Sale Shares then held by the Purchaser in such Shareholder Vote.
Voting Arrangement. Each Rollover Shareholder shall vote or cause to be voted all of the Shares beneficially owned (as determined pursuant to Rule 13d-3 under the Exchange Act) by it (i) in favor of the approval of the Merger Agreement and the transactions contemplated therein and (ii) against any other Acquisition Proposal at any shareholders meeting of the Company.
Voting Arrangement. During the First Five Years, on the terms and subject to the conditions of this Agreement:
(a) the Investor hereby covenants and agrees in favour of the Corporation that it will take all action necessary to vote or cause to be voted (and not withdraw) its Common Shares in favour of each of the nominees included in the slate of directors presented by management of the Corporation to the shareholders of the Corporation for election in a management proxy circular (the “Management Nominees”); and
(b) each of the Principal Securityholders hereby covenants and agrees in favour of the Corporation and the Investor that they will take all action necessary to vote or cause to be voted (and not withdraw) their respective Common Shares in favour of the Management Nominees, including, without limitation, the nominees designated by the Investor pursuant to Section 2.1.
Voting Arrangement. Until August 3, 2001, the Executives will not, except in their capacities as members of the board of directors of the Company, directly or indirectly: (i) initiate the "solicitation" of proxies with respect to any Company common stock; or (ii) solicit proxies or become a participant or a "person conducting a solicitation" (as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934) with respect to any Company common stock in opposition to the recommendation of the board of directors of the Company with respect to any matters. In addition, until August 3, 2001, the Executives shall effect such action as may be necessary to insure that (i) all shares of Company common stock which are beneficially owned by them are voted in favor of all of the nominees to, and proposals of, the board of directors as approved by the board of directors, and (ii) are voted and deemed to be present in person or by proxy at all meetings of the shareholders of the Company so that all shares may be counted for purposes of determining the presence of a quorum at such meeting. The certificates representing the shares owned by the Executives shall not be legended to set forth the foregoing agreement, and any shares sold or transferred by the Executives following the date of this Agreement shall not be subject to the provisions of this Section 5 except to the extent to which such shares in the hands of the transferee are considered beneficially owned by either or both of the Executives. For purposes of this Agreement, the terms "beneficially own" and "beneficially owned" shall be determined in accordance with the provisions relating to beneficial ownership of securities included in Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
Voting Arrangement. Each Rollover Shareholder shall vote or cause to be voted all of the Rollover Shares owned by him/her/it as set forth opposite such Rollover Shareholder’s name on Schedule A (i) in favor of the approval of the Merger Agreement and the transactions contemplated therein and (ii) against any other Acquisition Proposal at any shareholders meeting of the Company.
Voting Arrangement. (a) Each Holder hereby agrees to take such action as may be required so that all shares of voting securities of the Company beneficially owned (as such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934) by such Holder, whether now held or hereafter acquired by conversion, purchase or otherwise (the “Voting Stock”), are voted at each election of directors to the Board of Directors of the Company (the “Board”) (whether by written consent or at an annual or special meeting of stockholders) for: (i) the Chief Executive Officer of the Company; (ii) one representative nominated by Xxxxx and/or Affiliates of Xxxxx; (iii) one representative nominated by Mellon and/or Affiliates of Mellon; (iv) one representative to be nominated by the Financial Investor (as defined below); and (v) one representative recommended by the Chief Executive Officer of the Company and nominated jointly by a majority of the outstanding shares of Series B Stock and Series A-1 Stock, who will be an outside director not employed by or otherwise affiliated with the Company, and initially to be _________________________. For purposes of this Section 1(a), “Affiliate” shall have the meaning set forth under Rule 144(a) of the Securities Act of 1933, as amended (the "Securities Act"), and for purposes of this Agreement shall include (A) a subsidiary or parent of a Holder, (B) a general, limited or retired partner of a Holder, (C) an affiliate fund of a Holder, (D) a member of a Holder that is a limited liability company, (E) a member of a limited liability company which is a member of a Holder, (F) the spouse, children, grandchildren or spouse of such children or grandchildren of a Holder, (G) senior employees of the manager of affiliated Holders that are investment funds, (H) persons and entities under common investment management with a Holder, or (I) trusts for the benefit of a Holder or such natural persons identified in clauses (F)-(H) above. For the purposes of this Section 1(a), the term “Financial Investor” shall mean an investor who purchases for cash at least Five Million Dollars ($5,000,000) worth of Series B Stock at a price per share equal to or in excess of $0.661179408 on substantially the same terms and conditions as in the Purchase Agreement (excluding any Holder and/or its Affiliates that is a party to this Agreement on the execution date hereof).
