Voting Covenants. (a) The Company and the Shareholders agree to take all actions necessary to cause the Board of Directors of the Company to consist at all times of eleven directors (subject to the rights of any holders of Preferred Stock of the Company to elect directors in the event of a dividend arrearage). The nominees to the Board of Directors shall be determined in the following manner: the Shareholders (other than RHI) shall nominate seven (7) members and RHI shall nominate four (4) mem- bers; provided, that so long as Xxx X. Xxxxx shall be the Pres- ident of the Company, the Shareholders and the Company will take all actions necessary to elect Xx. Xxxxx as a member of the Board of Directors and during such time as Xx. Xxxxx is the President and a Director RHI shall only be entitled to nominate three (3) members. In the event that any Shareholder reason- ably objects to the nomination of any particular person or per- sons as a director, the Shareholder who nominated such person or persons shall withdraw such nomination and nominate another person or persons in replacement thereof.
(b) Each Shareholder shall, in any election for the Company's Board of Directors, vote to cause the nominee or nom- inees of each party listed in this section to be elected to the Board of Directors of the Company. Each Shareholder shall cause the holder of any proxy given by such Shareholder to com- ply with this Article III.
(c) Should any director elected to the Board be removed, become incapacitated, or die (the "Affected Director") the shareholder or party which nominated the Affected Director shall have the right to designate a replacement director to complete the term of the Affected Director on the Board of Directors of the Company.
(d) The Company and the Shareholders agree to take all actions necessary to cause the Executive Committee of the Board of Directors to consist of Xxxxxxx X. Xxxxxxxx, who shall be Chairman and Chief Executive Officer of the Company, the President and Chief Operating Officer of the Company (who ini- tially shall be Xxx X. Xxxxx) and Xxxxxxx X. Xxxxxxx (or another person designated by RHI), who shall be Vice-Chairman of the Company.
Voting Covenants. With respect to all matters presented to the Company’s stockholders, the Shareholder shall vote all of the Shareholder Shares (or shall consent pursuant to an action by written consent of the holders of capital stock of the Company) in the same manner and in the same proportion as shares of such class (with respect to shares of the Company’s Common Stock) that are held by shareholders who are providing services to the Company as an officer or employee.
Voting Covenants. The Shareholder covenants and agrees as follows:
(a) At any meeting of the stockholders of the Company called to seek the [FSGI / Atlantic Capital] Shareholder Approval (the “Shareholder Approval”) or in any other circumstances upon which a vote, consent or other approval (including by written consent) for the purpose of approving the Merger Agreement or any of the transactions contemplated thereby, including the Merger [and the amendment to the Atlantic Capital articles of incorporation], and any actions that would reasonably be considered to be in furtherance thereof, is sought (collectively, the “Covered Actions”), the Shareholder shall, (i) if a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present at such meeting for purposes of establishing a quorum, and (ii) vote (or cause to be voted) the Covered Shares, as applicable, in favor of the Covered Actions. The Shareholder represents that any proxies heretofore given in respect of the Covered Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked.
(b) At any meeting of the stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Shareholder’s vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) the Covered Shares against (i) any transaction, consolidation, combination, sale of substantial assets, merger, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Merger Agreement and the transactions contemplated thereby, including the Merger), (ii) any Takeover Proposal (including any Superior Proposal) with respect to the Company, and (iii) any other proposal or transaction involving the Company or any Company Subsidiary, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Merger Agreement or any of the transactions contemplated thereby, including the Merger, or change in any manner the voting rights of any class of capital stock of the Company. The Shareholder shall not commit or agree to take any action inconsistent with the foregoing.
(c) Other than pursuant to this Agreement, the Shareholder shall not (i) sell, transfer, pledge, hypothecate, assign or otherwise dispose of (including by gift), hedge or utilize a derivative to transfer the economic interest in (collectively, “Transfer”), or enter into any ag...
Voting Covenants. Each member of the Investor Group hereby covenants and agrees that, except for this Agreement, it shall not (i) enter into at any time while this Agreement remains in effect, any voting agreement, voting trust or similar arrangement with respect to any Shares, (ii) grant at any time while this Agreement remains in effect, a proxy, consent or power of attorney with respect to any Shares that are Beneficially Owned by a member of the Investor Group (other than to the Company or other Persons designated by the Company) or (iii) deposit any Shares Beneficially Owned by an Investor or its Affiliates into a voting trust or subject any of such Shares to any similar arrangement.
Voting Covenants. 5.9.1. Without prejudice to the other provisions of this Agreement, the Promoters, the Investors, and the Company agree to exercise all powers and rights available to them (including their voting rights and their rights as and in respect of Directors) in support of the provisions of this Agreement, and the 2021 Share Subscription Agreement and so as to procure and ensure that the provisions of such agreements are complied with in all respects by the Company and the Promoters.
5.9.2. The Promoters and the Company shall be jointly and severally liable to ensure the performance of this Agreement and the 2021 Series F Subscription Agreement.
5.9.3. Each Shareholder shall vote or cause to be voted all Equity Shares beneficially owned by such Shareholder (on a Fully Diluted Basis) at any annual or extraordinary meeting of the Shareholders (the “Shareholders Meeting”) or in any written consent executed in lieu of such a meeting of Shareholders (the “Written Consent”), and shall take all other actions necessary, to give effect to the provisions of this Agreement and to ensure that the Amended and Restated Articles do not, at any time hereafter, conflict in any respect with the provisions of this Agreement including, without limitation, voting to approve amendments and/ or restatements of the Amended and Restated Articles and remove Directors that take actions inconsistent with this Agreement or fail to take actions required to carry out the intent and purposes of this Agreement. In addition, each Shareholder shall vote or cause to be voted all Equity Shares beneficially owned by such Shareholder at any Shareholders Meeting or act by Written Consent with respect to such Equity Shares, upon any matter submitted for action by the Company’s Shareholders or with respect to which such Shareholder may vote or act by Written Consent, in conformity with the specific terms and provisions of this Agreement and the Amended and Restated Articles. In the event that there is any conflict between the Amended and Restated Articles and this Agreement, this Agreement shall prevail, and the Shareholders (but not the Company) shall to the extent necessary, cause the change, amendment or modification of the Amended and Restated Articles to eliminate any such inconsistency.
5.9.4. In order to effectuate the provisions of this Agreement, and without limiting the generality of Clause 5.9 above, the Promoters and the Company hereby agree that: (a) when any action or vote is required to be ...
Voting Covenants. SECTION 5.
Voting Covenants. The Pledgor shall not exercise its Voting Rights to, or in any capacity resolve to, effect, consent to or ratify any act which adversely affects or may adversely affect the Collateral or any Right of Pledge, including the following acts:
(a) the dissolution (ontbinding) of the Company;
(b) reduction of the nominal value of the shares in the capital of the Company;
(c) any merger (fusie) or demerger (splitsing) or conversion (omzetting) of the Company;
(d) a filing of a request to declare the Company bankrupt (failliet) or a similar proceedings in any jurisdiction; and
(e) a filing by the Company of a request to be granted a suspension of payments (surseance van betaling) or a similar proceedings in any jurisdiction, without the prior written consent of the Pledgee unless expressly permitted under the Reimbursement Documents.
Voting Covenants. (a) Subject to Section 2.1(b), at all times during the Term that Osisko beneficially owns, or directly or indirectly has control or direction over, any Additional Shares, Osisko covenants that Osisko shall vote, or cause to be voted, the voting rights attached to such Additional Shares, in a manner consistent with the recommendations made by the Board in circulars or other communications to shareholders of Virginia filed on SEDAR from time to time (including any change of recommendation made by the Board) on:
(i) all ordinary course shareholder proxy votes put before the shareholders of Virginia on the composition of the Board and the appointment of auditors;
(ii) all amendments to the Stock Option Plan that conform to TSX rules in relation to the number of securities which may be issued pursuant to options and recommended industry practice with respect to pricing, expiry date of options and other terms;
(iii) matters relating to the ordinary course business of Virginia with the exception of any Extraordinary Matters; and
(iv) the issuance of securities of Virginia (except in connection with a business combination or arrangement involving Virginia).
(b) Notwithstanding Section 2.1(a), if a Change of Control occurs, than at all times thereafter during the Term that Osisko beneficially owns, or directly or indirectly has control or direction over any Common Shares, Osisko covenants that Osisko shall vote, or cause to be voted, the voting rights attached to all such Common Shares, in a manner consistent with the recommendations made by the Board in circulars or other communications to shareholders filed on SEDAR from time to time (including any change of recommendation made by the Board) on all matters put before the shareholders of Virginia.
Voting Covenants. (a) For purposes of this Agreement, “Special Action” means each proposal, act and transaction (including without limitation any amendment or restatement of the Certificate of Incorporation of the Corporation, but excluding the election of directors) submitted for stockholder approval at or in connection with any special meeting of stockholders of the Corporation (including any adjournment, postponement or rescheduling thereof) called for the purpose of (among other things) approving a transaction among the Corporation, Nxu Merger Sub, Inc., Mxu Merger Sub, LLC and Verde Bioresins, Inc.
Voting Covenants. With respect to all matters presented to the Company’s stockholders (a “Stockholder Matter”), each Key Holder who is not then providing services to the Company as an officer or employee (a “Non-Employee Key Holder”) shall vote all of his Key Holder Shares (or shall consent pursuant to an action by written consent of the holders of capital stock of the Company) in the same manner and in the same proportion as shares of such class (with respect to shares of the Company’s Common Stock) or series (with respect to shares of the Company’s Preferred Stock) that are not held by Non-Employee Key Holders are voted.
