Voting of Common Shares. During the term of this Agreement and prior to the conversion of all of the Preferred Shares, the following provisions will apply: SLOPI and its Affiliates shall be entitled to vote, in its or their complete discretion, and on all matters, such number of its Common Shares that, when added to the votes represented by the Preferred Shares, constitute an aggregate of up to 23% of the then outstanding votes eligible to be cast for such matter. After the conversion of all the Preferred Shares, SLOPI and its Affiliates shall be entitled to vote, in its or their complete discretion, and on all matters, such number of its Common Shares that constitute up to 23% of the then outstanding votes eligible to be cast for such matter. If only a portion of the Preferred Shares has been converted, the voting shall be prorated between the Common Stock and Preferred Stock for a total of up to 23% of the then outstanding eligible votes to be cast for such matter. With respect to those Common Shares, if any, that are in excess of the above amounts of the then outstanding votes eligible to be cast for such matter (the "Excess Shares"), SLOPI shall vote such Excess Shares pro rata with the votes of all shares, other than the Excess Shares, that are actually voted for, against or abstain from voting on each matter. Notwithstanding the previous sentence, SLOPI shall have complete discretion in voting all of its Common Shares and Preferred Shares on any matter (i) that constitutes a Business Combination Transaction, (ii) that would involve a change of control of TMR (for purposes of this section a change in control shall mean the acquisition by a Person other than SLOPI or its Affiliates of Beneficial Ownership of more than 50% of the then outstanding shares of Common Stock), or (iii) with respect to which a vote is taken when any of the following shall have occurred or shall exist: (w) the Average Per Share Market Value for TMR's Common Stock with respect to the day in which the matter is voted upon has been less than $5.50 per share (such amount to be appropriately adjusted to give effect to stock splits, reverse splits, stock dividends, reclassifications, share exchanges, dividends and distributions for which adjustments to the conversion price of the Preferred Shares may be made), (x) there are any accrued but unpaid dividends on any Preferred Shares, (y) TMR shall have failed to issue the additional shares of Common Stock required to be issued pursuant to Section 2.7, or (z) th...
Voting of Common Shares. At any meeting of the Company's shareholders held for the purpose of voting upon the Company Proposals, all of the Common Shares then owned by Parent, Purchaser or any other subsidiaries of Parent shall be voted in favor of the Company Proposals.
Voting of Common Shares. 2.1 Until the date which is six months from the date that Consideration Securities are issued to GF BVI (the “Expiration Date”), at any meeting of the shareholders of Resources at which GF BVI is entitled to vote the Consideration Securities, or at any adjournment or postponement thereof, or in any other circumstances where the vote, consent or other approval (including by written consent in lieu of a meeting) of GF BVI, as a holder of Consideration Securities, is sought, GF BVI will vote or cause to be voted all of the Consideration Securities then held, directly or indirectly, by GF BVI in accordance with any recommendation or proposal of the board of directors of Resources, with respect to the following matters only:
Voting of Common Shares. During the term hereof, the Holders agree to vote all Common Shares beneficially owned by them in accordance with the recommendations of a majority of the Board of Trustees on any matter submitted to a vote of shareholders other than on any of the following matters: (i) a merger, consolidation or liquidation of the Trust or a sale by the Trust of all or substantially all of its assets and (ii) any amendment to the Declaration of Trust of the Trust which, in the reasonable judgment of a majority of the Board of Trustees, adversely affects the rights of shareholders. In any event, during the term hereof, the Holders agree to vote all Common Shares beneficially owned by them in favor of (i) any financing for which shareholder approval is sought, including without limitation, any financing having the terms referenced in clause (ii) of the first sentence of Section 9(a), and (ii) the SSI/TNC Transaction, provided that, in each case, the financing or transaction is recommended by a majority of the Board of Trustees. As used herein, the term "SSI/TNC Transaction" means the transaction contemplated by the letter of intent among the Trust, Safeguard Scientifics, Inc. ("SSI") and The Xxxxxxx Company, which letter of intent is being executed on the date hereof.
Voting of Common Shares. Except as otherwise provided by law or otherwise provided herein, each of the Class A Common Shares, Class B Common Shares and Class C Common Shares shall have one vote and shall vote as a single class;
Voting of Common Shares. Except as otherwise required by law or other agreement to which the Fund is or may become a party and other than with respect to the election of Directors as set forth above, the Fund shall vote all Common Shares directly or indirectly held by it in accordance with the recommendations made by the Board with respect to the matter being voted on.
Voting of Common Shares. In connection with any shareholder vote or shareholder consent solicited by the Company in order to comply with the covenant of the Company contained in Section 6.2 to bring about an increase in the authorized number of shares of Common Stock of the Company, the Investor shall vote any shares of Common Stock then held by it “FOR,” or otherwise in favor of, any such proposal.
Voting of Common Shares. Citibank and its affiliates shall not exercise any voting rights with respect to any Common Shares recorded in the BEACON Account. This provision shall not preclude Citibank or its affiliates from voting Common Shares that are not held in connection with a Transaction. The provisions of this paragraph shall not remain in force or effect (i) during an Unwind Period, unless Counterparty has elected or been deemed to have elected Full Physical Settlement in accordance with the provisions of paragraph 6(a) or 6(b) and performed in accordance with Section 6(b), or (ii) at any time an Event of Default or Termination Event has occurred and is continuing and with respect to which Counterparty is the Defaulting Party or an Affected Party.
Voting of Common Shares. 2.1 Immediately following the closing of the Assignment Agreement, the Shareholders shall vote their Common Shares so that the Board of Directors of the Corporation (the "Board") shall be comprised of five (5) directors and so that two nominees of Tsaparas and McAlxxxxx, xxllectively, two nominees of PCR and one nominee of Teck and Cominco, collectively, are appointed directors of the Corporation as follows: 52 - 4 - SHAREHOLDER NOMINEE Tsaparas/McAlxxxxx Xxxxx Xxxpxxxx Tsaparas/McAlxxxxx Colix XxXxxxxxx PCR Donaxx Xxxxx PCR Ken Xxx Spilxxxxx (Xxck/Cominco) Waynx Xxxxxxxxx Xxe Shareholders further agree to vote their Common Shares to appoint each of Tsaparas and Cai to the Board of Directors of the Corporation for a three year term and each of McAlxxxxx, Xxckx xxx Spilxxxxx xxx a one year term. Thereafter, the nominees of the respective Shareholders shall be as determined from time to time by such Shareholders. In the event that a person on the Board shall be open for any reason whatsoever, the Shareholder whose nominee shall have formerly occupied such position shall be entitled to nominate a new director to fill such vacancy.
Voting of Common Shares. Except as otherwise provided by law or otherwise provided herein, each of the Common Shares shall have one vote. Table of Contents Any action to be taken upon a vote of the holders of the Common Shares must be taken at an annual or special meeting of shareholders, provided, however, any vote may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by all the shareholders entitled to vote with respect to the subject matter thereof.
