Voting Events Sample Clauses

Voting Events. If there shall be submitted to the stockholders ------------- of the Company any proposal concerning the election or removal of directors of the Company, the Investors (and their permitted assigns) shall vote or act with respect to all their Preferred Stock so as to elect to the board of directors of the Company as the three directors to be elected by the holders of Series B, Series C, Series D and Series E Preferred Stock in accordance with Section V.4(b) of the Company's Amended and Restated Certificate of Incorporation, the (i) one designee designated by X.X. Xxxxxxx, Xxxxxx & Co., L.L.C., or any of its affiliated entities, subsidiaries, partners or funds, including, but not limited to, Warburg, Xxxxxx Ventures, L.P. (collectively, "Warburg, Xxxxxx"), (ii) one designee designated by Vertical Fund Associates, L.P., or any of its affiliated entities, subsidiaries, partners or funds, and (iii) one designee designated by Investor (Guernsey) Ltd., or any of its affiliated entities, subsidiaries, partners or funds. The holders of the Common Stock and Series A Preferred Stock, voting together as a single class, shall be entitled to elect two directors, and the holders of Common Stock and Series A, Series B, Series C, Series D and Series E Preferred Stock, voting together as a single class, shall be entitled to elect all remaining directors. The requirement that the Investors vote their shares in favor of Warburg, Pincus, Vertical Fund or Investor (Guernsey) Ltd., shall terminate as to such entity upon such entity's sale or transfer of more than 25% of its holdings in the aggregate of Series B, Series C, Series D and Series E Preferred Stock. No amendment to this Section 3.2 that waives, modifies, amends or terminates the right of an entity to nominate a designee to the board of directors shall be effective without the express written consent of such entity.
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Voting Events. (a) Combined Director(s). In the event of a vacancy on the Board of Directors of any seat or seats reserved for directors who are to be elected by a vote of the Common Stock and Preferred Stock, voting together on an as converted basis, pursuant to Article FIVE, Section 4(c) of the Company's Amended and Restated Certificate of Incorporation (each, a "COMBINED DIRECTOR" and collectively, the "COMBINED DIRECTORS"), the Holders and their permitted transferees or assigns agree to vote their shares to fill such vacancy with the nominee or nominees, as the case may be, designated by unanimous approval of the members of the Company's Board of Directors other than the Combined Directors then in office. The Company agrees not to issue, or agree to issue, stock or other voting securities, to any person or entity who would as a result of such issuance become a Holder unless such person or entity agrees to and becomes a party to the provisions of this Section 6. Notwithstanding the foregoing, if either (i) both Combined Directors, elected pursuant to the terms of this Section 6(a), are still duly elected and qualified as directors of the Company, at the time of another vacancy and such vacancy is to be filled by the Common Stock and Preferred Stock, voting together on an as converted basis or (b) the Board of Directors cannot unanimously agree on a nominee, then such vacancy shall not be subject to the provisions of this Section 6(a) and such vacancy shall be governed solely by the terms of Article FIVE, Section 4(c) of the Company's Amended and Restated Certificate of Incorporation, and the provisions of the Delaware General Corporations Law.
Sample 1
Voting Events. If there shall be submitted to the stockholders of the Company any proposal concerning the election or removal of directors of the Company, then each of the holders of Preferred Stock (and their permitted assigns) and each of the Stockholders holding Common Stock (and their permitted assigns) shall vote or act with respect to all shares of Preferred Stock or Common Stock so as to elect to the board of directors of the Company, as the two directors to be elected by the holders of Series A Preferred Stock and Series B Preferred Stock, as the three directors to be elected by the holders of Series C Preferred Stock and as two of the three directors to be elected by the holders of Preferred Stock and Common Stock in accordance with Section 3(b) of Article V of the Company's Amended and Restated Certificate of Incorporation, the designees specified in Section 8.3 hereof.
Sample 1
Voting Events. If there shall be submitted to the stockholders of the Company any proposal concerning: the election or removal of directors of the Company, then the Stockholders shall vote or act with respect to the Shares in the manner provided below: With respect to the designee(s) to be selected by the Investor, the Stockholders agree that they will vote all of their Shares in favor of:
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Related to Voting Events

  • VOTING, ETC WHILE NO EVENT OF DEFAULT. For greater certainty, unless and until an Event of Default shall have occurred and be continuing, each Pledgor shall be entitled to (i) exercise any and all voting and other consensual rights pertaining to the Pledged Stock and to give all consents, waivers or ratifications in respect thereof and (ii) exercise any and all voting, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereof; provided, that no vote shall be cast or any consent, waiver or ratification given or any other action taken which would violate or be inconsistent with any of the terms of this Agreement or any other Secured Debt Agreement (as defined in Section 7 hereof), or which would have the effect of impairing the rights, priorities or remedies of the Pledgee or any other Secured Creditor under this Agreement or any other Secured Debt Agreement. Except in the case of ULC Shares which remain registered in the name of the Pledgor, all such rights of such Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default shall occur and be continuing, and Section 7 hereof shall become applicable.

  • Terminating Events Subject to Section 7 hereof, upon the effective date of (i) the liquidation or dissolution of the Company or (ii) a merger or consolidation of the Company (a "Transaction"), the Option shall continue in effect in accordance with its terms and the Optionee shall be entitled to receive in respect of all Shares subject to the Option, upon exercise of the Option, the same number and kind of stock, securities, cash, property, or other consideration that each holder of Shares was entitled to receive in the Transaction.

  • Acquiring Person Events; Triggering Events Subject to Sections 23.1 and 27, in the event that a Trigger Event occurs, then, from and after the first occurrence of such event, each holder of a Right, except as provided below, shall thereafter have a right to receive, upon exercise thereof at a price per Right equal to the then current Purchase Price multiplied by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable (without giving effect to this Section 11.1.2), in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of Common Shares as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-thousandths of a Preferred Share for which a Right is then exercisable (without giving effect to this Section 11.1.2) and (y) dividing that product by 50% of the current per share market price of the Common Shares (determined pursuant to Section 11.4) on the first of the date of the occurrence of, or the date of the first public announcement of, a Trigger Event (the “Adjustment Shares”); provided that the Purchase Price and the number of Adjustment Shares shall thereafter be subject to further adjustment as appropriate in accordance with Section 11.6. Notwithstanding the foregoing, upon the occurrence of a Trigger Event, any Rights that are or were acquired or beneficially owned by (1) any Acquiring Person or any Associate or Affiliate thereof, (2) a transferee of any Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (3) a transferee of any Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect avoidance of this Section 11.1.2, and subsequent transferees, shall become void without any further action, and any holder (whether or not such holder is an Acquiring Person or an Associate or Affiliate of an Acquiring Person) of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement or otherwise. From and after the Trigger Event, no Right Certificate shall be issued pursuant to Section 3 or Section 6 that represents Rights that are or have become void pursuant to the provisions of this paragraph, and any Right Certificate delivered to the Rights Agent that represents Rights that are or have become void pursuant to the provisions of this paragraph shall be canceled. The Company shall use all reasonable efforts to ensure that the provisions of this Section 11.1.2 are complied with, but shall have no liability to any holder of Right Certificates or other Person as a result of its failure to make any determinations with respect to any Acquiring Person or its Affiliates, Associates or transferees hereunder. From and after the occurrence of an event specified in Section 13.1, any Rights that theretofore have not been exercised pursuant to this Section 11.1.2 shall thereafter be exercisable only in accordance with Section 13 and not pursuant to this Section 11.1.2.

  • Triggering Events The events referred to in Sections 3(f) and 5(a) hereof are as follows:

  • Liquidating Events The Company shall dissolve and commence winding up and liquidating upon the first to occur of the following (each, a “Liquidating Event”):

  • Closing Events At the Closing, each of the respective parties hereto shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged, and delivered) any agreements, resolutions, rulings, or other instruments required by this Plan to be so delivered at or prior to Closing, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transaction contemplated hereby.

  • Dissolving Events The Partnership shall be liquidated and dissolved in the manner hereinafter provided upon the happening of any of the following events, whichever first occurs:

  • Voting Stock Stock or similar interests, of any class or classes (however designated), the holders of which are at the time entitled, as such holders, to vote for the election of a majority of the directors (or persons performing similar functions) of the corporation, association, trust or other business entity involved, whether or not the right so to vote exists by reason of the happening of a contingency.

  • Reorganization Events In the event of:

  • Terminating Event A “Terminating Event” shall mean any of the events provided in this Section 3:

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