Voting by Stockholders. (a) Voting on Matters Other than the Election of Directors. With respect to any matters as to which no other voting requirement is specified by the NRS, the Articles of Incorporation or these Bylaws, and, subject to the rights of the holders of any series of Preferred Stock to elect directors under specific circumstances, the affirmative vote required for stockholder action shall be that of a majority of the shares present in person or represented by proxy at the meeting (as counted for purposes of determining the existence of a quorum at the meeting). In the case of a matter submitted for a vote of the stockholders as to which a stockholder approval requirement is applicable under the stockholder approval policy of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, the requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any provision of the Internal Revenue Code, in each case for which no higher voting requirement is specified by the NRS, the Articles of Incorporation or these Bylaws, the vote required for approval shall be the requisite vote specified in such stockholder approval policy, the Exchange Act or Internal Revenue Code provision, as the case may be (or the highest such requirement if more than one is applicable).
Voting by Stockholders. (a) Except as otherwise expressly required by the Certificate or applicable law, at every meeting of the stockholders each stockholder of record shall be entitled to the number of votes specified in the Certificate (or, with respect to any class or series of Preferred Stock, in the applicable certificate of designations providing for the creation of such class or series), in person or by proxy, for each share of stock standing in his or her name on the books of the Corporation on the date fixed pursuant to the provisions of Section 2.11 of these By-Laws as the record date for the determination of the stockholders who shall be entitled to receive notice of and to vote at such meeting.
(b) When a quorum is present at any meeting of the stockholders, all questions shall be decided by the vote of a majority of the total number of votes of the Corporation's capital stock represented and entitled to vote at such meeting, unless the question is one upon which by express provision of law, the rules or regulations of any stock exchange or governmental or regulatory body applicable to the Corporation, the Certificate or these By-Laws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Such votes may be cast in person or by proxy as provided in Section 209.
(c) Except as otherwise expressly required by applicable law, the vote at any meeting of stockholders on any question need not be by ballot, unless so directed by the presiding officer of the meeting.
Voting by Stockholders. Each Stockholder shall vote, in person or by proxy, all Shares over which it may have or share voting power, at any annual or special meeting of stockholders of the Company (i) in favor of all matters approved by a majority of the entire Board (or a majority of all of the members of any duly constituted committee thereof) pursuant to Section 4.1(a), (ii) in favor of all matters approved by the entire Board upon the recommendation of a Purchaser Majority pursuant to Section 4.1(c) or Section 4.2, and (iii) against all matters not approved by the Board or a duly constituted committee thereof pursuant to clauses (i) or (ii).
Voting by Stockholders. At any meeting of the stockholders of the Company called to vote with respect to any corporate action or where action by stockholders of the Company is taken by written consent, each Stockholder agrees to vote or act by written consent with respect to all Covered Securities then Owned by such Stockholder on all such matters in which action is proposed to be taken as determined by a majority of Xxxxxx X.X. XxXxxxxxx, XX, Xxxxx X. Xxxxxxxxx and Xxxxxx X. Xxxxxxx, Xx. (or the successors designated in accordance with Section 2.2 herein to replace them in the event of their death, disability or resignation) (collectively, the "VOTING EXECUTIVES"). Notwithstanding any other provisions of this Agreement, the power to direct the vote of each Stockholder with respect to the Covered Securities Owned by such Stockholder shall remain in full effect until such Stockholder no longer Owns such Covered Securities.
Voting by Stockholders. Except as otherwise expressly required by the Certificate or by applicable law, at every meeting of the stockholders each stockholder of record shall be entitled to the number of votes specified in the Certificate (or, with respect to any series of Preferred Stock, in the applicable certificate of designations providing for the creation of such series), in person or by proxy, for each share of stock standing in his or her name on the books of the Corporation on the date fixed pursuant to the provisions of Section 1.12 of these By-laws as the record date for the determination of the stockholders who shall be entitled to receive notice of and to vote at such meeting.
Voting by Stockholders. (A) The Management Stockholder agrees to vote any shares of Common Stock owned by him, and to cause all of his Permitted Transferees to vote any shares of Common Stock owned by such Permitted Transferees, whether by note, ballot, proxy or written consent, in any vote of the stockholders of the Company in the same manner as the Individual Stockholder, or upon the death of the Individual Stockholder, in the same manner as the holders of a majority of the shares held by the Permitted Transferees of the Individual Stockholder.
Voting by Stockholders. The Seller agrees that until the Release Time, it will vote all securities of WAIG which it is entitled to vote against (a) any merger, consolidation, reorganization, other business combination, or capitalization WAIG, (b) any sale of assets of WAIG, (c) any stock split, stock dividend, or reverse stock split relating to any class or series of WAIG, (d) any issuance of any shares of capital stock of WAIG, any option, warrant, or other right calling for the issuance of any such share of capital stock, or any security convertible into or exchangeable for any such share of capital stock, (e) any authorization of any other class or series of stock of WAIG, (f) the amendment of the certificate of incorporation (or other charter document) or the by-laws of WAIG, or (g) any other proposition the effect of which may be to prohibit, restrict, or delay the consummation of any of the transactions contemplated by this Agreement or to impair materially the contemplated benefits to the Purchaser of the transactions contemplated by this Agreement.
Voting by Stockholders. Each stockholder of record entitled to vote at any meeting may do so in person or by proxy appointed by instrument in writing or in such other manner prescribed by the DGCL, subscribed by such stockholder or his or her duly authorized attorney in fact.
Voting by Stockholders. Once the Options are exercised, the Executive agrees to vote any shares of Common Stock owned by him, and to cause all of his Permitted Transferees to vote any shares of Common Stock owned by such Permitted Transferees, whether by note, ballot, proxy or written consent, in any vote of the stockholders of the Company in the same manner as the Majority Stockholder, or upon the death of the Majority
Voting by Stockholders. Rako agrees that prior to the Release Time or the consummation of the Closing it will not, and each Stockholder agrees that he will cause Rako not, to authorize, approve or effect, (a) any stock split, stock dividend, or reverse stock split relating to any class or series of Rako's stock, (b) any issuance of any shares of capital stock of Rako, any option, warrant, or other right calling for the issuance of any such share of capital stock, or any security convertible into or exchangeable for any such share of capital stock, (c) any authorization of any other class or series of stock of Rako, (d) any amendment of the certificate of incorporation (or other charter document) or the by-laws of Rako, or (e) any proposition the effect of which may be to prohibit, restrict, or delay the consummation of any of the transactions contemplated by this Agreement or impair the contemplated benefits to the Purchaser of the Contemplated Transactions.
