Voting Limitation. No Public Warrant holder may vote more than 15% of the outstanding Public Warrants (measured on a beneficial basis and including such holder’s affiliates) unless the Company provides written consent to the Warrant Agent. In order to vote a Public Warrant, the beneficial owner thereof must identify itself and must represent that it together with its affiliates is not voting (on a beneficial basis) more than 15% of the outstanding Public Warrants based on the most recent disclosure by us in a filing with the Commission of the outstanding amounts of Public Warrants unless the Company allows a holder to vote greater than 15% of the outstanding Public Warrants.
Voting Limitation. 1. Notwithstanding any other provision of this Agreement, for so long as the Company shall directly or indirectly control any U.S. Regulated Subsidiary, (1) no Person, either alone or together with its Related Persons shall be entitled to vote or cause the voting of Interests of the Company beneficially owned by such Person or its Related Persons, in person or by proxy or through any voting agreement or other arrangement, to the extent that such Interests represent in the aggregate more than 10% of the voting power entitled to be cast on such matter, without giving effect to this Section 9.1(a) (such threshold being hereinafter referred to as the “Voting Limitation”), and the Company shall disregard any such votes purported to be cast in excess of the Voting Limitation; and (2) if any Person, either alone or together with its Related Persons, is party to any agreement, plan or other arrangement relating to Interests of the Company entitled to vote on any matter with any other Person, either alone or together with its Related Persons, under circumstances that would result in Interests of the Company that would be subject to such agreement, plan or other arrangement not being voted on any matter, or the withholding of any proxy relating thereto, where the effect of such agreement, plan or other arrangement would be to enable any Person, but for this Section 9.1, either alone or together with its Related Persons, to vote, possess the right to vote or cause the voting of Interests of the Company that would exceed 10% of the voting power entitled to be cast on such matter (assuming that all Interests of the Company that are subject to such agreement, plan or other arrangement are not outstanding votes entitled to be cast on such matter) (the “Recalculated Voting Limitation”), then the Person, either alone or together with its Related Persons, shall not be entitled to vote or cause the voting of Interests of the Company beneficially owned by such Person, either alone or together with its Related Persons, in person or by proxy or through any voting agreement or other arrangement, to the extent that such Interests represent in the aggregate more than the Recalculated Voting Limitation, and the Company shall disregard any such votes purported to be cast in excess of the Recalculated Voting Limitation.
Voting Limitation. The Investor hereby agrees at any meeting of the stockholders of the Company (or any action by prior written consent) after the date hereof and at which any member of the Investor Group is entitled to vote, no member of the Investor Group shall, as of any record date for the determination of stockholders of the Company entitled to vote on such matter, have the right to vote, vote or cause the voting of shares of Voting Securities, in person or by proxy or through any voting agreement, plan or other arrangement, representing in the aggregate more than the maximum number of Voting Securities permitted to be acquired by the Investor Group under Section 2 hereof.
Voting Limitation. (a) If a Shareholder is a Tentative 9.9% Holder with respect to any vote taken by Shareholders, then the aggregate votes conferred by the Common Shares that constitute Controlled Shares of such Tentative 9.9% Holder shall be reduced to the extent necessary so that the Controlled Shares of such Tentative 9.9% Holder will constitute less than 9.9% of the Total Voting Power. In applying the previous sentence, where Common Shares held by more than one Shareholder are treated as Controlled Shares of a Tentative 9.9% Holder, the reduction in votes shall apply to such Shareholders in accordance with their Attribution Percentages. The votes attributable to Common Shares of all Other Holders shall, in the aggregate, be increased by the same number of votes subject to reduction as described above. Such increase shall apply in proportion to the voting power of such Other Holders at the time, provided that such increase shall be redistributed among the Other Holders to the extent necessary to avoid causing any such Other Holder to own Controlled Shares with respect to a 9.9% Holder.
Voting Limitation. 29 SECTION 7.06. Compliance with Section 355..................................29
Voting Limitation. The Investors agree that (a) any Interim Excess Shares, and following the occurrence of any event specified in clause (b) of this Section 7.05, any Excess Shares, shall be voted by the Investors on a particular matter being acted upon by holders of shares of Common Stock in a manner that is proportionate to the manner in which all shares of Common Stock have been voted with respect to such matter, and (b) that until (i) the earliest of (A) a "Change of Control" (as defined in the BONY Indenture) of the Company (other than as a result of a breach by the Investors of this Section 7.05), (B) repayment of the indebtedness of the Company under the BONY Indenture, or (C) the provisions in the BONY Indenture relating to a Change of Control no longer being in effect, and (ii) the earliest to occur of (A) the occurrence of any event specified in Section l(i) of Article VI of the Company's Amended and Restated Five Year Competitive Advance and Revolving Credit Facility Agreement, dated as of September 3, 2002 (the "CREDIT Facility") (other than as a result of a breach by the Investors of this Section 7.05), or (B) the provisions of Section l(i) of Article VI of the Credit Facility no longer being in effect, the Investors shall not be entitled to vote any Excess Shares.
Voting Limitation. Following the Merger Closing, at any time that the CATL Parties’ and their Affiliates’ aggregate PublicCo Voting Percentage exceeds 9.8%, in any vote or action by written consent of the stockholders of PublicCo (including in connection with the election of directors), the CATL Parties shall, and shall cause their respective Affiliates to, vote a number of PublicCo Voting Securities representing the Excess Voting Power in accordance with the recommendation of the Board.
Voting Limitation. The Defaulting Class A Member shall not be entitled to vote on any matters on which the Class A Members are entitled to vote; provided, however, if a Member is a Defaulting Member solely by reason of the failure to make a Capital Contribution or an Additional Capital Contribution, the Class A Member's voting rights shall be restored when the Class A Member subsequently makes the capital contribution or a Capital Adjustment is made pursuant to Section 2.3(b).
Voting Limitation. In the event the exercise of the Participation Right results in Adial (together with its Affiliates) having more than 15.0% of the voting control of Buyer, then any equity over 15.0% owned by Adial (or its Affiliates) will not be voting equity (with a running adjustment so that it keeps Adial at its maximum potential voting up to 15.0%). By this subsection and other terms in this Agreement, it is the intent of Buyer, Seller, and Xxxxx that neither Seller nor Adial shall have significant influence to direct the operations or strategy, or otherwise, of Buyer.
Voting Limitation. The Parties agree that notwithstanding any voting rights set forth in the Amended and Restated Certificate of Incorporation of the Company, as may be further amended and/ or restated from time to time (the “Certificate of Incorporation”), if at any time Len FW holds a voting interest (whether directly or indirectly) in the securities of the Company that would otherwise represent more than 9.99% of the total outstanding aggregate voting interests of all holders of capital stock of the Company, whenever the vote, consent or decision of a stockholder is required or permitted pursuant to the Certificate of Incorporation or under applicable state laws, Len FW shall not be entitled to participate in such vote or consent, or to make such decision, with respect to the portion of Len FW’s interest in excess of 9.99% of the voting interests in the Company (the securities representing such excess portion, the “Excess Voting Securities”), and such vote, consent or decision with respect to such Excess Voting Securities shall instead be made as directed by the Board of Directors of the Company. For purposes of the foregoing and calculating Len FW’s Excess Voting Securities, if any, the Parties agree that (i) the Proxy Shares shall be treated as securities of the Company in which Len FW holds a voting interest except to the extent the Proxy is irrevocably revoked by Len FW; (ii) Len FW will not revoke any proxy without first making all required regulatory filings and obtaining approvals as necessary; and (iii) to the extent there are Excess Voting Securities, the Excess Voting Securities shall first come from those securities held directly or indirectly by Len FW to the maximum extent prior to any Proxy Shares.
