Voting Limitations. Notwithstanding anything in Section 11.01 or the definition of “Required Lenders” to the contrary:
(i) for purposes of determining whether the Required Lenders have (A) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, or subject to Section 11.07(j), any plan of reorganization pursuant to the U.S. Bankruptcy Code, (B) otherwise acted on any matter related to any Loan Document, or (C) 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 Loan Document, in each case, that does not require the consent of a specific Lender, each Lender or each affected Lender, or does not affect such Affiliated Lender that is not an Affiliated Debt Fund in a disproportionately adverse manner as compared to other Lenders holding similar obligations, Affiliated Lenders that are not Affiliated Debt Funds will be deemed to have voted in the same proportion as non-affiliated Lenders voting on such matters; and
(ii) Affiliated Debt Funds may not in the aggregate account for more than 49.9% of the amounts set forth in the calculation of Required Lenders and any amount in excess of 49.9% will be subject to the limitations set forth in clause (i)(i) above.
Voting Limitations. Each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period, and, except where the transfer books of the Corporation have been closed or a date has been fixed as a record date for the determination of its stockholders entitled to vote, no share of stock shall be voted on at any election for directors which has been transferred on the books of the Corporation within twenty days next preceding such election of directors.
Voting Limitations. The Trustees shall not vote the Shares in favor of the sale, mortgage, or pledge of all or substantially all of the assets of the Settlor, or for any change in the capital structure or the powers of the Settlor, or in connection with any merger, consolidation, reorganization, dissolution or similar type of transaction involving the Settlor, not approved by the Settlor's Board of Directors.
Voting Limitations. Notwithstanding the foregoing, to the extent the quotient of the Accrued Value and the Conversion Price would exceed the Voting Cap, each Share shall be entitled to a number of votes per Share equal to the Voting Cap, with the number of votes per Holder determined as the product (rounded down to the nearest whole Share) of the aggregate number of Shares held by such Holder on the record date for determining stockholders entitled to vote on such matter and the Voting Cap.
Voting Limitations. The Trustees, and any successor, or holder of the Shares (other than the beneficial owners) shall vote the Shares in accordance with the recommendation of the Board of Directors of Settlor with regard to the election of Directors to the Board of directors of Settlor and any sale, mortgage, or pledge of all or substantially all of the assets of the Settlor, or for any change in the capital structure or the powers of the Settlor, or in connection with any merger, consolidation, sale, reorganization, dissolution or similar type of transaction involving the Settlor, unless the Trustees are advised by counsel in writing that to do so would violate their fiduciary duty to the beneficial owners.
Voting Limitations. UPM hereby agrees with Repap that it will not exercise any voting rights attached to the Option Shares to vote in favour of the Amalgamation.
Voting Limitations. ALCATEL hereby agrees with NEWBRIDGE that, unless the tax change provisions of the voting agreement with Xx. Xxxxxxxx have been triggered, it will not exercise any voting rights attached to the Option Shares to either vote in favour of the Arrangement or vote against any other Acquisition Proposal.
Voting Limitations. Notwithstanding anything in Section 10.01 or the definition of “Required Lenders” to the contrary:
Voting Limitations. In the event that Shares are held in trust or ------------------ custodianship, in any vote of stockholders of the Corporation such shares may be voted only by a trustee or custodian who is Xxx X. Xxxxxx, Xx. or a lineal descendant of Xxx X. Xxxxxx, Xx. and Xxxxxxxx X. Xxxxxx.
Voting Limitations. Notwithstanding any provision of the Restated Certificate, Warburg covenants that it shall only vote such number of shares of Series A Preferred Stock, Series B Preferred, Series C Preferred Stock and Class A Common Stock issuable upon conversion of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock as would equal up to 49.9% of the Voting Shares (as defined in the Restated Certificate) then issued and outstanding and shall abstain from voting any additional shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Class A Common Stock issuable upon conversion of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock that it would otherwise be entitled to vote under the Restated Certificate in excess of such 49.9% of the Voting Shares.