Voting Generally. Without limiting any rights provided to the holders of shares of Series A Preferred under the DGCL, the holders of shares of Series A Preferred shall be entitled to vote as a single class with the holders of the Common Stock on all matters submitted to a vote of stockholders of the Corporation, except with respect to the Shareholder Approval; provided that, prior to the first vote of the shareholders of the Corporation with respect to the Shareholder Approval, the Series A Preferred shall have no voting rights, except as otherwise required by applicable law. Each holder of shares of the Series A Preferred shall be entitled to the number of votes equal to the largest number of full shares of Common Stock into which all shares of Preferred Stock held of record by such holder could then be converted (taking into account, for the avoidance of doubt, all Unpaid Series A Dividends thereon convertible into shares of Common Stock, any Conversion Price adjustments made pursuant to Section 9 and the Conversion Cap and without regard to (i.e., ignoring) the Conversion Standstill Period) as of the record date for the determination of the stockholders entitled to vote on such matters or, if no such record date is established, at the date such vote is taken or any written consent of stockholders is first executed; provided, however, that no holder of Series A Preferred shall be entitled to cast votes for the number of shares of Common Stock issuable upon conversion of such Series A Preferred Shares held by such holder that exceeds (subject to a proportionate adjustment for any stock split, stock dividend, combination, recapitalization or other proportionate reduction or increase in the Common Stock) the quotient of (x) the aggregate purchase price paid by such holder of Series A Preferred for its Series A Preferred Shares, divided by (y) the lesser of (i) $4.40, and (ii) the Closing Price of the Common Stock on the Trading Day immediately prior to the Date of Issuance of such holder’s Series A Preferred. The holders of Series A Preferred Shares shall be entitled to notice of any meeting of stockholders in accordance with the Bylaws of the Corporation.
Voting Generally. Notwithstanding anything in Section 10.5 or the definition of “Requisite Lenders” to the contrary, for purposes of determining whether the Requisite Lenders, all affected Lenders or all Lenders have (I) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Credit Document or any departure by any Credit Party therefrom, (II) otherwise acted on any matter related to any Credit Document or (III) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Credit Document, an Affiliated Lender shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders; provided that, without the consent of an Affiliated Lender, no such amendment, modification, waiver consent or other action shall (1) extend the due date for any scheduled installment of principal (including at maturity) of any Loan held by such Affiliated Lender, (2) extend the due date for interest under the Credit Documents owed to such Affiliated Lender, or (3) reduce any amount owing to such Affiliated Lender under any Credit Document.
Voting Generally. Subject to Article VI, (i) each holder of record of Class A Common Stock shall be entitled to ten (10) votes per share of Class A Common Stock which is outstanding in his, her or its name on the books of the Corporation and which is entitled to vote; (ii) each holder of record of Class B Common Stock shall be entitled to ten (10) votes per share of Class B Common Stock which is outstanding in his, her or its name on the books of the Corporation and which is entitled to vote; (iii) each holder of record of Class C Common Stock shall be entitled to one vote per share of Class C Common Stock which is outstanding in his, her or its name on the books of the Corporation and which is entitled to vote; (iv) each holder of record of Class D Common Stock shall not be entitled to any vote on any matter except to the extent required by provisions of Delaware law (in which case such holder shall be entitled to one vote per share of Class D Common Stock which is outstanding in his, her or its name on the books of the Corporation and which is entitled to vote); and (v) each holder of record of Class V Common Stock shall be entitled to one vote per share of Class V Common Stock which is outstanding in his, her or its name on the books of the Corporation and which is entitled to vote. Except (A) as may otherwise be provided in this Certificate of Incorporation, or (B) as may otherwise be required by the laws of the State of Delaware, the holders of shares of all classes of Common Stock will vote as one class with respect to the election of Group I Directors (as defined below) and with respect to all other matters to be voted on by stockholders of the Corporation; provided, that the holders of Class A Common Stock (and no other classes of Common Stock) will vote as one class with respect to the election of Group II Directors (as defined below), the holders of Class B Common Stock (and no other classes of Common Stock) will vote as one class with respect to the election of Group III Directors (as defined below), and the holders of Class C Common Stock (and no other classes of Common Stock) will vote as one class with respect to the election of the Group IV Director (as defined below).
Voting Generally. Where, in accordance with this Agreement or any other Credit Document, the modification, approval or other direction of the Required Voting Parties is required, the determination of whether such modification, approval or direction should be granted or withheld shall be determined by an Intercreditor Vote.
Voting Generally. Except as otherwise expressly provided herein or required by law, each holder of outstanding shares of Common Stock shall be entitled to one (1) vote in respect of each share of Common Stock held thereby of record on the books of the Corporation for the election of directors and on all matters submitted to a vote of stockholders of the Corporation.
Voting Generally. During the Supplemental Period, subject to their obligations in Section 2 above, on all matters other than an Extraordinary Transaction, and except as permitted by Section 7, the Stockholder, the Parent and its Affiliates (a) may vote Voting Securities Beneficially Owned by them representing up to 20% of the Total Voting Power in their sole discretion and (b) shall cast any remaining Stockholder Voting Power
(i) in the case of votes at a stockholders meeting, in the same proportion as the votes cast by the other holders of Voting Securities and (ii) in the case of action by written consent, so that such percentage of Stockholder Voting Power consented to on any matter equals the percentage of all other outstanding Voting Securities so consented; provided, that with respect to any election of directors in respect of which any Person other than the Company is soliciting proxies, (x) all shares referred to in clause (a) shall no longer be subject to Section 2, and (y) the Stockholder and the Parent shall cause all shares referred to in clause (b) to be voted, at the option of the Stockholder, either (i) as recommended by the Board of Directors or (ii) in the same proportion as the votes cast by the other holders of Voting Securities.
Voting Generally. When any action is required to be taken by a Party pursuant to this Agreement, such Party shall take all steps reasonably necessary to implement such action including, without limitation, voting at any meeting of Shareholders all Shares held by such Party and entitled to vote at such meeting in favor of such action and/or executing or causing to be executed, as promptly as practicable, a consent in writing to the taking of such action. Any agreement by a Party to vote any Shares held by such Party in a certain manner shall be deemed, in each instance, to include an agreement by such Party to use its commercially reasonable efforts to take all actions necessary to call, or to cause the Trust and the appropriate Trustees and Officers to call, as promptly as practicable, a special or annual meeting of Shareholders to consider such action (and such Party shall attend any such annual or special meeting in person or by proxy), or to cause a written consent to the taking of such action to be circulated among the Shareholders (and to execute and deliver any such consent to such action). Each Party further agrees to vote all of its Shares entitled to vote, and to take all other actions necessary, to ensure that the Declaration of Trust and Bylaws facilitate and do not at any time prohibit the actions contemplated by this Agreement.
Voting Generally. All decisions of the Shareholders, and all decisions of the Board, are to be made by a simple majority of votes (except as otherwise provided in the Companies Act, this Agreement or the Constitution).
Voting Generally. Each Member shall have one vote for each one Peso contributed by the Member and its predecessors to the equity of the Company. Votes shall be cast by written ballot. Members may be represented at Members Meetings by proxies, the holders of which need not be Members. Proxy holders that are Members shall be entitled to vote based on the number of votes of the Members they represent separately, in addition to voting based on their own number of votes. Proxies shall be issued in accordance with the Code. Resolutions may be approved by the Members without a meeting if the resolution is submitted in writing to each Member and each such Member consents in writing to such resolution.
Voting Generally. Until the shares of Class B Preferred Stock shall become convertible, the Holders of the Class B Preferred Stock have no voting power whatsoever, except as otherwise provided by the NRS or in this Section 5. After the shares of Class B Preferred Stock shall have become convertible, the Holders of the Class B Preferred Stock shall vote with the holders of Common Stock on an “as converted” basis.
