Voting Common Stock. Holdings hereby covenants and agrees that upon consummation of an Approved Public Listing and a Conversion Event prior to the maturity dates of their Purchase Notes, each of the Purchase Noteholders shall receive (as described below), upon automatic conversion of their Purchase Notes either or both of: (a) shares of Class A Common Stock of Holdings upon consummation of the Holdings Public Offering contemplated by the Merger Agreement, and (b) voting OAC Shares upon consummation of the OAC Merger, as a portion of their Merger Consideration, irrespective of whether the Holdings Public Offering shall be consummated. As used herein, “Voting Common Stock”) means, the Class A Common Stock of Holdings and the OAC Shares, as applicable. For the avoidance of doubt, the Voting Common Stock to be received upon conversion of the Purchase Notes as contemplated herein shall be, in all cases, listed on a Qualified Securities Exchange.
Voting Common Stock. 3 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of January 20, 2000, by and among VANTAS Incorporated, a Nevada corporation ("VANTAS"), and Reckson Service Industries, Inc., a Delaware corporation ("RSI") (solely for Sections 5(B), 7(a), 7(c), 7(e), 7(g), 7(h), 7(j), 8, 10, 11, 12, 14, 15, 16, 17, 23 and 25), on the one hand, and HQ Global Workplaces, Inc., a Delaware corporation (the "Company"), and CarrAmerica Realty Corporation, a Maryland corporation ("CarrAmerica") (solely for Sections 4(B), 6(c), 6(d), 6(e), 8, 10, 11, 12, 14, 15, 16, 17, 23 and 25), on the other hand.
Voting Common Stock. Each Participant who has a Deferred Stock Account shall be entitled to provide directions to the Committee to cause the Committee to similarly direct the Trustee of the Stock Trust to vote, on any matter presented for a vote to the shareholders of the Company, that number of shares of Common Stock held by the Stock Trust equivalent to the number of shares of Common Stock credited to the Participant’s Deferred Stock Account. The Committee shall arrange for distribution to all such Participants in a timely manner all communications directed generally to the shareholders of the Company as to which their votes are solicited. If the Stock Trust ever holds fewer shares of Common Stock than there are shares allocated to Deferred Stock Accounts under the Plan as to which timely and proper directions have been received from the applicable Plan Participants, the Committee will direct the Trustee to vote all shares held in the Stock Trust in the same proportion as the total shares covered by timely and proper directions that have been directed to be voted.
Voting Common Stock with respect to any corporation, association or other business entity, stock of any class or classes (or equivalent interest) , if the holders of the stock of such class or classes (or equivalent interests) are ordinarily, in the absence of contingencies, entitled to vote for the election of a majority of the directors (or persons performing similar functions) of such corporation, association or business entity, even if the right so to vote has been suspended by the happening of such a contingency.
Voting Common Stock. The common stock, par value $0.01 per share, of the Company designated as voting common stock under the Company’s Tenth Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time, and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization, or any securities convertible into or exercisable or exchangeable for any such securities.
Voting Common Stock. Voting Common Stock" shall mean the Class A common stock, par value $.001 per share, of the Company.
Voting Common Stock. Each holder of Voting Common Stock, as such, shall be entitled one vote for each share of Voting Common Stock held of record by such holder on all matters on which shareholders generally are entitled to vote; provided, however, that except as otherwise required by law, holders of Voting Common Stock, as such, shall not be entitled to vote on any amendment to these Second Amended and Restated Articles of Incorporation (including any Certificate of Designation relating to any series of preferred stock) that relates solely to the terms of one or more outstanding series of preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Second Amended and Restated Articles of Incorporation (including any Certificate of Designation of any preferred stock) or under the Act.
Voting Common Stock. At the Effective Time, each and every share of Bank voting common stock, $1.00 par value per share ("Voting Common Stock"), issued and outstanding shall, by virtue of the Merger and without any action on the part of the holders thereof, be exchanged for and converted into the right to receive one share of Holding Company voting common stock.
Voting Common Stock. Each share of Voting Common Stock, other than shares of Voting Common Stock held by any of the Founders and other than Excluded Shares, outstanding as of immediately prior to the Effective Time shall be converted into the right to receive:
(i) at the Effective Time as provided in Section 1.8, an amount in cash, without interest, equal to (A) the Voting Common Per Share Closing Consideration, minus (B) the Voting Common Per Share Closing Escrow Amount; and
(ii) upon release pursuant to the terms of the Escrow Agreement, (A) the Voting Common Per Share Closing Escrow Amount (plus interest to the extent set forth in the Escrow Agreement), minus (B) (1) the applicable Pro Rata Deduction Amount, divided by (2) the total number of shares of Voting Common Stock other than shares of Voting Common Stock held by any of the Founders and outstanding as of immediately prior to the Effective Time.
Voting Common Stock. Notwithstanding anything in this Section 2.6 to the contrary, upon the request of an Investor exercising its right to purchase New Securities that the Investor not be issued Voting Common Stock in whole or in part, the Company shall reasonably cooperate with the Investor to modify the proposed issuance of New Securities to such Investor to the extent reasonably practicable to accommodate such request; provided that if, following such reasonable cooperation, it is not possible or practicable for the issuance of New Securities to be restricted to accommodate such request, the Company shall only be obligated to issue and sell to the Investor such number of shares of Voting Common Stock that the Investor has indicated it is willing to purchase (and subject to the limitations contained in this Section 2.6) and any remaining securities shall be treated as Available Preemptive Shares; provided, further, that if more than one Investor requests not to be issued Voting Common Stock and an insufficient amount of Non-Voting Common Stock is available to satisfy such requests, then the Company shall allocate the Non-Voting Common Stock on a pro rata basis among the requesting Investors.
