Voting of Capital Stock. To the extent any Holder owns shares of any class or series of capital stock of the Company or any Subsidiary of the Company which it may vote on any particular matter which comes before such corporation's stockholders, as a class or series separate from the common stock of such corporation ordinarily entitled to vote for the election of directors, such Holder shall vote all such shares on such matter in such separate class or series vote as holders of a majority of the outstanding shares of common stock of such corporation vote thereon; provided, however, that such Holder may nevertheless vote such shares as a separate class or series without regard to the provisions of this Section 2.2 in respect of (a) amendments to the certificate of incorporation of such corporation, or the certificate of designation which created such class or series, which change the provisions thereof expressly applicable to such separate class or series, and (b) any matter as to which such class or series is expressly entitled to vote as a separate class or series pursuant to such corporation's certificate of incorporation or the certificate of designation which created such class or series; provided further, however, that any statement in such certificate of incorporation or certificate of designation that such class or series may vote as a separate class or series "as required by law" or similar language shall not permit such class or series to be voted without regard to the provisions of this Section 2.2.
Voting of Capital Stock. To the extent any Holder owns ----------------------- shares of any class or series of capital stock of the Company which such Holder may vote on any particular matter which comes before the Company's stockholders as a class or series separate from the Common Stock, such Holder shall vote all such shares on such matter in such separate class or series vote as holders of a majority of the outstanding shares of Common Stock vote thereon; provided, -------- however, that such Holder may nevertheless vote such shares as a separate class ------- or series without regard to the provisions of this Section 2.2 in respect of (a) amendments to the certificate of incorporation of the Company, or the certificate of designation which created such class or series, which change the provisions thereof expressly applicable to such separate class or series, and (b) any matter as to which such class or series is expressly entitled to vote as a separate class or series pursuant to the Company's certificate of incorporation or the certificate of designation which created such class or series; provided further, however, that no statement in such certificate of -------- ------- ------- incorporation or certificate of designation that such class or series may vote as a separate class or series "as required by law" or any similar language shall permit such class or series to be voted without regard to the provisions of this Section 2.2.
Voting of Capital Stock. During the Standstill Period, subject to clause (Y) of clause (i) of Section 6.1, in any election of directors and in any other vote to be taken by the stockholders of the Company as to any matter (whether taken at an annual or special meeting of stockholders or by written action), Parent and Alpharma shall, and shall cause their respective Affiliates to, vote any Depositary Shares (or shares of New Common Stock following the Option Expiration Date), or other Voting Capital Stock which Parent, Alpharma or their respective Affiliates hold, in the same manner and in the same proportion as the votes cast by the other holders of Depositary Shares (or shares of New Common Stock following the Option Expiration Date) or such other Voting Capital Stock.
Voting of Capital Stock. If the Management Company decides to nominate directors for election at the 2018 Meeting, each party shall:
(a) use reasonable best efforts so that it may vote all Capital Stock with respect to which it has sole voting power for the election as directors of nominees selected in accordance with this agreement at any meeting of Company shareholders or by action by written consent; and
(b) on the Meeting Date, (w) attend the 2018 Meeting in person or by proxy such that all Capital Stock with respect to which such party has sole voting power is represented at such meeting, (x) at the 2018 Meeting, vote such Capital Stock in person or by proxy in favor of the persons nominated by one or more affiliates of Management Company to the Board of Directors of the Company in accordance with this agreement (the “Actions”), and in favor of procedural actions or matters related to giving effect to the Actions or required to effect the approval of the Actions (but in no event in contravention of any of the Actions).
Voting of Capital Stock. Each of the Holders agrees that, to the extent it holds any voting stock of the Company (or any stock that is entitled to vote upon any particular matter, whether or not such stock is generally entitled to voting rights), it will at all times vote such stock in such a manner as to ensure that the terms and intention of this Agreement, the certificate of incorporation, and the bylaws of the Company are carried out and observed and to ensure that the certificate of incorporation and bylaws as in effect on the date hereof do not, at any time hereafter, conflict in any respect with the provisions of this Agreement. In addition, each of the Holders agrees that it or he will not vote any voting capital stock of the Company to cause the removal from the Board of Directors of the Company of any directors serving pursuant to Section 1 hereof (a "Series F Director") except with the written consent of such director, except to the extent such removal is for cause. The Company agrees that it will not take any action, including any amendment to its certificate of incorporation or bylaws, which would be inconsistent with this Agreement.
Voting of Capital Stock. During the period ending immediately ----------------------- after the second annual meeting of stockholders of the Company which occurs after the meeting at which the Merger was approved, each of the Stockholders agrees that it will vote (or cause to be voted) its shares of Capital Stock in favor of any nominees for director nominated by the incumbent Board of Directors of the Company.
Voting of Capital Stock. Prior to a Qualified Public Offering, each Stockholder (other than a Management Stockholder or an Investor) agrees to vote all shares of Series B Preferred owned or controlled by them as designated by the holders of 75% of the issued and outstanding shares of Series A Preferred and Series C Preferred, voting together as a single class.
Voting of Capital Stock. In exchange for the promises contained in this Agreement, I agree to vote and act with respect to any shares of Common Stock I may hold upon exercise of any options to purchase Common Stock of the Company as follows:
(a) If, at any time after the termination of my employment with the Company, the Company's Board of Directors and holders of a majority of the then outstanding shares of Preferred Stock of the Company (the "Proposing Holders") approve any matter, to include, without limitation, any equity grant, financing, merger, sale of assets or other item or transaction of any sort, (a "Matter"), then the I shall (i) execute consents and appear in person or by proxy at each annual or special meeting of stockholders for the purpose of obtaining a quorum and shall vote all of the shares of the Company's capital stock owned by me or with respect to which I exercise voting or dispositive authority, either in person or by proxy, at such annual or special meeting in favor of the Matter and otherwise in a manner so as to be consistent and not conflict with, and to implement, the terms of this Section 8; (ii) waive any dissenters' rights, appraisal rights or similar rights in connection with such Matter; and (iii) if such Matter is a sale of the capital stock of the Company,I will agree to sell all shares of the Company's capital stock held by me or with respect to which I exercise dispositive authority on the terms and conditions contemplated by the Matter. I will take all reasonably necessary and desirable actions approved by the Proposing Holders in connection with the consummation of such Matter, including executing such consents, agreements and instruments and taking such other actions as may be necessary to effect the consummation of such Matter.
(b) In the event that I fail to consent or vote the shares I am entitled to vote in the manner set forth above, I shall be deemed immediately upon the existence of such breach to have granted the Proposing Holders a proxy to its shares to ensure that such shares will be voted as set forth above. I acknowledge that each proxy granted hereby, including any successive proxy if need be, is given to secure the performance of a duty, is coupled with an interest, and shall be irrevocable until the duty is performed.
(c) I will not grant any proxy or enter into or agree to be bound by any voting trust with respect to the shares held by me or over which I have voting or dispositive authority nor shall I enter into any stockh...
Voting of Capital Stock. Except as otherwise provided in Section 2.1, to the extent any Holder owns shares of any class or series of capital stock of the Company or any Subsidiary of the Company which it may vote on any particular matter which comes before such corporation's stockholders, as a class or series separate from the common stock of such corporation ordinarily entitled to vote for the election of directors, such Holder shall vote all such shares on such matter in such separate class or series vote as holders of a majority of the outstanding shares of common stock of such corporation vote thereon; provided, however, that such Holder may nevertheless vote such shares as a separate class or series without regard to the provisions of this Section 2.2 in respect of (a) amendments to the certificate of incorporation of such corporation, or the certificate of designation which created such class or series, which change the provisions thereof expressly applicable to such separate class or series, and (b) any matter as to which such class or series is expressly entitled to vote as a separate class or series pursuant to such corporation's certificate of incorporation or the certificate of designation which created such class or series; provided further, however, that any statement in such certificate of incorporation or certificate of designation that such class or series may vote as a separate class or series "as required by law" or
Voting of Capital Stock. (i) Each of the Holders agrees that, to the ----------------------- extent he or it holds any voting stock of the Company (or any stock that is entitled to vote upon any particular matter, whether or not such stock is generally entitled to voting rights), he or it will at all times vote such stock in such a manner as to ensure that the terms and intention of this Agreement are carried out and observed and to ensure that the certificate of incorporation and bylaws of the Company do not, at any time hereafter, conflict in any respect with the provisions of this Agreement. In addition, each of the Holders agrees that it or he will not vote any voting capital stock of the Company to cause the removal from the Board of Directors of the Company or any of its Subsidiaries of any directors designated by a Designating Party pursuant to Section 2(a) except with the written consent (or upon the written direction) of such Designating Party.
(ii) If a Person who has designated a director pursuant to Section 2(a) hereof requests that such director be removed by written notice thereof to the Company, then each of the Holders shall vote all its or his voting capital stock in favor of such removal upon such request.
