Voting Commitments. (a) SRS agrees that it will cause all Voting Securities Beneficially Owned by SRS as of the record date for any meeting of stockholders of the Company occurring during the Standstill Period (including, for the avoidance of doubt, Beneficial Ownership of any Voting Securities acquired after the date of this Agreement) to be present for quorum purposes and voted at such meetings (i) in favor of the Company’s nominees, (ii) against the election of any directors that have not been nominated by the Company, (iii) in accordance with the Board’s recommendation with respect to auditor ratification proposals and (iv) in accordance with the Board’s recommendation with respect to any other proposal presented at such meeting, provided however, that in the case of this clause (iv), SRS shall be permitted to vote in its sole discretion (subject to any limitations attached to Excess Voting Rights pursuant to Section 4(b)) with respect to any proposal (A) related to an Extraordinary Transaction, (B) which has received an “against” recommendation from Institutional Shareholder Services, (C) related to the implementation of takeover defenses or adversely affecting the rights of stockholders, or (D) related to new or amended incentive compensation plans.
(b) In the event SRS obtains (as a result of buybacks or repurchases by or on behalf of the Company, purchases by SRS, or otherwise) the right to exercise voting rights attached to Voting Securities in excess of 25% of the outstanding Voting Securities (the “Excess Voting Rights”), and for so long as SRS continues to (i) have the right to exercise such Excess Voting Rights and (ii) Beneficially Own more than 25% of the outstanding Voting Securities, SRS shall (A) on each and every matter that is submitted to the stockholders of the Company for their vote and with respect to which the Excess Voting Rights may be voted by SRS, exercise such Excess Voting Rights in the same proportion in which all other Voting Securities voted on such matter are voted (without taking into consideration, in determining such proportions, (x) any Voting Securities that are not voted or with respect to which a “non-vote” or abstention is exercised or registered and (y) any Voting Securities that are voted by SRS on such matter), and (B) take reasonable steps to cooperate with the Company in order to exercise such Excess Voting Rights in the manner contemplated by this Section 4(b).
Voting Commitments. Executive agrees that it will cause all Voting Securities Beneficially Owned by Executive as of the record date for any meeting of stockholders (or action via written consent) of the Company occurring during the Standstill Period (including, for the avoidance of doubt, Beneficial Ownership of any Voting Securities acquired after the date of this Agreement) to be present for quorum purposes and voted at such meetings in favor of any nominees of Board to serve as Independent Directors (“Company Nominees”), and against (or to withhold votes for) any director nominee for a position or vacancy on the Board that would otherwise be filled by any such Company Nominee, if elected.
Voting Commitments. SRS agrees that it will cause all Voting Securities Beneficially Owned by SRS as of the record date for any meeting of stockholders of the Company occurring during the Standstill Period (including, for the avoidance of doubt, Beneficial Ownership of any Voting Securities acquired after the date of this Agreement) to be present for quorum purposes and voted at such meetings (a) in favor of the Company’s nominees, (b) against the election of any directors that have not been nominated by the Company, (c) in accordance with the Board’s recommendation with respect to auditor ratification proposals and (d) in accordance with the Board’s recommendation with respect to any other proposal presented at such meeting, provided however, that in the case of this clause (d), SRS shall be permitted to vote in its sole discretion with respect to any proposal (i) related to an Extraordinary Transaction, (ii) which has received an “against” recommendation from Institutional Shareholder Services, (iii) related to the implementation of takeover defenses or adversely affecting the rights of stockholders, or (iv) related to new or amended incentive compensation plans.
Voting Commitments. (a) During the Standstill Period, each of the members of the Investor Group shall appear in person or by proxy at each Stockholder Meeting for quorum purposes and to vote all shares of Common Stock beneficially owned by it and over which it has voting power in accordance with the Board’s recommendations as such recommendations of the Board are set forth in the applicable definitive proxy or consent statement filed in respect thereof with respect to: (i) the election, removal and/or replacement of directors (a “Director Proposal”), and (ii) any other proposal that is submitted to the stockholders of the Company for their vote, other than a proposal with respect to amendments to the Company’s 2017 Omnibus Incentive Plan (the “Incentive Plan”) to, among other things, increase the number of shares to be issued under the Incentive Plan (the “Stock Plan Amendment”), or an Extraordinary Transaction.
(b) The shares of Common Stock owned beneficially or of record by the Investor Group as of the date of this Agreement are listed on Schedule A attached hereto.
Voting Commitments. 2.1. Each Party hereby and through this instrument, irrevocably and irreversibly, undertakes to
(i) Exercise its voting right at the Company's General Meetings, in a uniform manner and as a block and in accordance with the resolutions of the Prior Meeting, as defined in Section 3.1, under the terms of this Voting Agreement and aiming to faithfully comply with its provisions; and
(ii) Exercise the rights provided for in this Voting Agreement in the interest of the Company.
2.2. The Parties acknowledge and agree that, among them, their respective Affiliates or any Third Party, any act or omission taken in disagreement with the foregoing and/or in violation of the obligations assumed by the Parties to this Voting Agreement shall be null and void.
Voting Commitments. Novozymes' and Chr. Hansen's largest shareholder, Novo Holdings, holding approximately 25.5% of the total share capital and approximately 72.7% of the total number voting rights in Novozymes and approximately 22% of the total share capital and the total number of voting rights in Chr. Xxxxxx has undertaken (subject to certain conditions) to vote in favor of the Merger at the respective extraordinary general meetings resolving on the Merger. Each of the members of the Novozymes Board and the Chr. Xxxxxx Board and each of the members of the Novozymes Executive Leadership Team and Chr. Xxxxxx Corporate Leadership Team has undertaken to vote in favor of the Merger at the respective extraordinary general meetings resolving on the Merger on all the shares held on record by such persons in Novozymes and/or Chr. Xxxxxx (as applicable).
Voting Commitments. (a) RBV and Buyer agree and acknowledge that pursuant to the RBV Voting Agreement and the Standstill Agreement, respectively, each of RBV and Buyer have the right to nominate a certain number of directors to the Board of Directors of the Company (the "BOARD").
(b) Buyer agrees to vote all shares of capital stock of the Company beneficially owned by it, which are then entitled to vote generally in the election of directors, for the election of, and against the removal of, each of the nominees of RBV for so long as RBV is entitled to designate persons to the Board pursuant to the provisions of the RBV Voting Agreement.
(c) The Shareholders agree to vote all Shares which are then entitled to vote generally in the election of directors for the election of, and against the removal of, each of the nominees of Buyer for so long as Buyer is entitled to designate persons to the Board pursuant to the provisions of the Standstill Agreement.
Voting Commitments. In order to accomplish the purpose and intent of the preceding subparagraphs (a) and (b), namely that the MDS Nominee and the Company Nominee shall be elected to the Company’s Board of Directors and continue to hold such positions for the entire time the MDS Parties, or the Purchasers, as the case may be (together with their respective Affiliates and subsidiaries) hold the minimum number of shares of Common Stock specified in the first sentences of such subparagraphs, the Company shall cause the execution and delivery of a Nominee Voting Commitment in the form attached hereto as Exhibit G by each of the Persons named therein. The Purchasers, together with the Persons named herein as signatories to the Nominee Voting Commitments, collectively own or control at least 42.0% of the outstanding voting stock of the Company as of the date hereof. Further, each of the Purchasers hereby unconditionally and irrevocably covenants and agrees to vote all shares of voting stock of the Company now or at any time owned or controlled by such Purchaser at any regular or special meeting of the shareholders of the Company at which directors of the Company are to be elected (or pursuant to any written consent to effect the same) to cause the elections of the MDS Nominee and the Company Nominee.
Voting Commitments. The Braeside Parties shall appear in person or by proxy for quorum purposes at the 2022 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the Braeside Parties on the record date (if the 2022 Annual Meeting is within thirty (30) days of the anniversary of the Company’s 2021 Annual Meeting of Stockholders, such number of shares shall be no less than 90% of the Current Position) for such meeting (i) in favor of all persons nominated by the Board to serve as directors of the Company and against any stockholder nominated candidate not endorsed by the Board, (ii) to ratify the appointment of the Company’s independent registered public accounting firm and (iii) in accordance with the Board’s recommendation with respect to the Company’s “say-on-pay” proposal (collectively, the “2022 Proposals”), provided, that Braeside Parties shall have the right to vote the shares of Common Stock beneficially owned by the Braeside Parties in their sole discretion with respect to all other proposals brought before the 2022 Annual Meeting. The Braeside Parties shall provide written evidence of the votes made in accordance with the foregoing sentence to the Company no later than ten business days before the 2022 Annual Meeting.
Voting Commitments. KRI shall obtain from Xxxxxxx Xxxxxxx, ------------------- Xxxx Xxxxxxxxx and Xxxxx Xxxxxxx, members of the KRI Board of Directors and substantial shareholders of KRI, commitments to (i) vote the shares of stock of KRE which they will receive in the Distributions in favor of the Merger and (ii) subject to their fiduciary obligations as Directors, recommend to the members of their immediate families who are shareholders of KRI that they vote the shares of KRE stock which they will receive in the Distributions in favor of the Merger.
