Voting of Common Shares Sample Clauses

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: (a) the nomination and election of directors; and (b) the appointment of auditors and the payment of remuneration thereto, (together, the “Approval Matters”). 2.2 GF BVI will, on the date that the Consideration Securities are issued to GF BVI, complete, execute and deliver to Resources a proxy in the form attached hereto as Schedule A (the “Proxy”), which, subject to the terms of this Agreement and the Proxy, will be irrevocable to the fullest extent permissible by law up to and including the Expiration Date with respect to the Approval Matters. 2.3 Prior to the Expiration Date GF BVI will not enter into any agreement or understanding with any Person the effect of which would be inconsistent or contrary to the provisions of this Agreement. 2.4 Notwithstanding any provision in this Section 2, GF BVI will not be obliged, and the holder of any proxy granted on behalf of GF BVI will not be entitled, to vote Consideration Securities in the manner provided therein if at the time of such vote there will be in force any order or decree of a governmental authority restraining or enjoining GF BVI or the holder of any proxy granted on behalf of GF BVI from voting Consideration Securities; provided that, such order or decree is not the result of any breach of representation, warranty, covenant or agreement of GF BVI in this Agreement and provided further that GF BVI has notified Resources of such order or decree, to the extent that GF BVI is aware of same.

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. 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. 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 a. Unless otherwise agreed in writing by the parties, each party shall, and shall cause its Covered Entities (i) to take such commercially reasonable actions as may be required so that it may vote its Common Shares, and cause any person with whom it has shared voting power to vote such Common Shares, in connection with any meeting of shareholders or action by written consent with respect to the Company; and (ii) on the Meeting Date, (x) to attend the 2019 Meeting in person or by proxy such that all Common Shares held by such party and its Covered Entities is represented and entitled to vote on all matters to be voted upon at such meeting, (y) at the 2019 Meeting, to vote such Common Shares in person or by proxy in favor of the persons nominated by the parties or any of their respective Covered Entities to the board of directors of the Company (the “Company Actions”), in favor of any ancillary or procedural actions or matters related to giving effect to the Company Actions or required to effect the approval of the Company Actions (but in no event in contravention of any of the Company Actions) and, with respect to any other proposal put forth for a vote of the shareholders at the 2019 Meeting, in accordance with any agreement of the parties prior to the conclusion of the 2019 Meeting, and (z) at the 2019 Meeting, not to vote any such Common Shares other than as provided in the immediately preceding clause (y). b. In the event that, prior to the 2019 Meeting, the Company convenes a special meeting of the shareholders of the Company for the removal or election of directors or any other proposals, the terms of Section 3(a) shall also apply to the parties, to the furthest extent possible, with respect to their conduct in connection with voting at such special meeting. c. For purposes of this Section 3, (i) “Meeting Date” shall mean the date of the Company’s 2019 Meeting; and (ii) “2019 Meeting” shall mean the annual meeting of the shareholders of the Company to be held in calendar year 2019.

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. 2.2 If a nominee to the Board of one of the Shareholders should resign or be removed, then the Shareholders agree to exercise their rights as shareholders of the Corporation and in accordance with this Agreement and the Articles of the Corporation to elect such individuals as is nominated by such Shareholder or Shareholders whose original nominee it is that has resigned or been removed 2.3 The Shareholders further agree that at the Corporation's next annual general meeting following the date of this Agreement they shall vote their Common Shares in such a manner as to: (a) increase the size of the Corporation's Board of Directors to seven (7) members, to appoint the five (5) individuals specified in section 2.1 in the manner therein described (the "Original Directors") and to appoint two (2) new directors, one of whom shall be a nominee of PCR and the second of whom shall be a nominee of the Original Directors, acting as a Board: (b) approve the issuance of 60,241 additional performance escrow shares as described in section 3.1(b) and (c) cause the Corporation to change its corporate name to such new name as may be approved by the Original Directors and the regulatory authorities having jurisdiction. 2.4 recognized and included in the voting at such shareholders meeting, all in accordance with the provisions of this Agreement.

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. 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.