Voting of Common Stock Sample Clauses

Voting of Common Stock. (a) From the date of this Agreement and until the date that the Xxxxxx Group ceases to own any Remaining Shares, JSI shall, and shall cause each other member of the Xxxxxx Group to (in each case, to the extent that they then own any Remaining Shares), be present, in person or by proxy, at each and every Company stockholder meeting, and otherwise to cause all Remaining Shares then owned by them to be counted as present for purposes of establishing a quorum at any such meeting, and to vote on or consent to any matter, or cause to be voted or consented on any such matter, all such Remaining Shares in direct proportion to the votes cast by the other holders of Common Stock on such matter. (b) From the date of this Agreement and until the date that the Xxxxxx Group ceases to own any Remaining Shares, JSI hereby grants, and shall cause each other member of the Xxxxxx Group (in each case, to the extent that they own any Remaining Shares) to grant, an irrevocable proxy, which shall be deemed coupled with an interest sufficient under applicable law to support an irrevocable proxy to the Company or its designees, to vote, with respect to any matter (including waivers of contractual or statutory rights), all Remaining Shares owned by them in direct proportion to the votes cast by the other holders of Common Stock on such matter; provided that (i) such proxy shall automatically be revoked as to a particular Remaining Share upon any Transfer of such Remaining Share to a Person other than a member of the Xxxxxx Group and (ii) nothing in this Section 3.01(b) shall limit or prohibit any such Transfer. (c) JSI acknowledges and agrees (on behalf of itself and each member of the Xxxxxx Group) that the Company will be irreparably damaged in the event any of the provisions of this Article III are not performed by JSI in accordance with their terms or are otherwise breached. Accordingly, it is agreed that the Company shall be entitled to specific enforcement of the provisions of this Article III.

Voting of Common Stock. A Participant shall have the right to exercise any voting rights appurtenant to Restricted Stock without regard to any restrictions otherwise imposed by reason of this Agreement.

Voting of Common Stock. Each Shareholder hereby severally (and not jointly) agrees that, during the time this Agreement is in effect, at any meeting of the shareholders of the Company, however called, or in any other circumstance in which the vote, consent or approval of shareholders of the Company is sought, such Shareholder shall (a) vote such Shareholder's shares of Common Stock to approve and vote in favor of the Merger Agreement; (b) vote such Shareholder's shares of Common Stock against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) vote such Shareholder's shares of Common Stock against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company or any of its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Buyer; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business.

Voting of Common Stock. The Trustee shall vote (or act by written consent with respect to) the shares of Common Stock held by the Trust in accordance with the provisions of this Section 4.4(a). As soon as practicable following the record date in question, the Company shall deliver to the Trustee a schedule (the "Eligible Participant Schedule") listing (1) all persons other than members of the Board of Directors (collectively, "Eligible Participants") with respect to whom shares of Common Stock are deliverable as of such record date as a result of (x) purchases by such Eligible Participants pursuant to the Company's Employee Stock Ownership Plan or Franchised Dealer Stock Ownership Plan, including any successor or substitute stock purchase plans as may be listed on Exhibit A from time to time (collectively, the "Stock Purchase Plans"), or (y) the exercise of stock options granted to such Eligible Participants pursuant to the Company's Amended and Restated Snap-On Incorporated 1986 Incentive Stock Program, as amended from time to time, including any successor or substitute stock incentive or option plans as may be listed on Exhibit A from time to time (such plans, the "Stock Option Plan") and (2) the number of Directed Shares (as hereinafter defined) with respect to which each Eligible Participant is entitled to direct the voting. Each Eligible Participant listed on such Eligible Participant Schedule shall have the right to direct the vote (or written consent) with respect to that number of shares of Common Stock held by the Trust as of such record date (such number being hereinafter referred to as the "Directed Shares") which is equal to the number of shares then deliverable to such Eligible Participant as a result of purchases by such Eligible Participant under the Stock Purchase Plans or the exercise by such Eligible Participant of stock options granted under the Stock Option Plan and shall also furnish to the Trustee such further information as the Trustee determines is necessary for it to perform its responsibilities under this Section 4.4(a). If an Eligible Participant provides directions to the Trustee with respect to the voting of (or action by written consent with respect to) his or her Directed Shares, the Trustee shall vote (or act by written consent with respect to), or abstain or withhold authority with respect to, as applicable, shares of Common Stock held by the Trust as of such record date which are equal in number to such Directed Shares in accordance with the dire...

Voting of Common Stock. At every meeting of the stockholders of the Company (hereinafter “Stockholders”) called subsequent to the date of this Agreement, and at every adjournment or postponement thereof, and on every action or approval by written consent, if any, of the Stockholders (collectively, the “Company Actions”), Holder shall appear at the meeting or otherwise cause any Excess Voting Shares (as defined below) to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, to vote all Excess Voting Shares then held by such Stockholder with respect to any and all Company Actions in such manner as directed by a majority of the Board. Notwithstanding the foregoing, Stockholder shall be permitted to vote any shares of Common Stock that it holds in its sole discretion that do not consist of Excess Voting Shares.

Voting of Common Stock. UHC agrees that from and after the date of the Closing through the fifth anniversary of the Closing (the "FIFTH ANNIVERSARY"), and for as long after the Fifth Anniversary as the outstanding shares of Common Stock (including Restricted Shares and Vested Shares) beneficially owned by UHC together with all "affiliates" (which for purposes of this Agreement (other than Section 3.12) shall have the meaning given such term in Rule 144(a)(1) promulgated under the 0000 Xxx) of UHC exceeds 9% of the then outstanding Common Stock of Parent (the entire such period, the "RESTRICTED PERIOD"), to the extent that the outstanding shares of Common Stock (including outstanding Shares, Restricted Shares and Vested Shares) beneficially owned by UHC together with all affiliates of UHC exceeds 9% of the then outstanding Common Stock of Parent (the shares (including outstanding Shares, Restricted Shares and Vested Shares) in excess of such 9% threshold, "EXCESS SHARES"), UHC shall, and shall cause its controlled affiliates to, vote all Excess Shares it holds or is entitled to vote in proportion to the votes cast by all other stockholders of Parent in connection with each matter submitted to Parent's stockholders for approval, except for (i) a proposed Change of Control or (ii) an amendment of the Certificate of Incorporation of Parent that would materially and adversely affect UHC as a Parent stockholder in a manner different from the effect such amendment would have on other Parent stockholders generally. On all matters submitted to Parent stockholders for approval other than those identified in clauses (i) and (ii) of the preceding sentence, UHC shall, and shall cause its controlled affiliates to, vote all Excess Shares in proportion to the votes cast by all other stockholders of Parent in connection with each matter submitted to Parent stockholders' for approval, including, without limitation, on any matters regarding equity-based or other compensation plans of Parent, the issuance of capital stock of Parent, amendments to the Certificate of Incorporation of Parent other than as set forth in clause (ii) above, elections of directors to the Board of Directors, or transactions involving interested or related parties. Notwithstanding the foregoing, all Restricted Shares that are not Vested Shares shall be voted on all matters submitted to Parent's stockholders for approval in proportion to the votes cast by all other stockholders of Parent, including those matters identified in ...

Voting of Common Stock. Shareholder agrees and covenants that at any meeting of the shareholders of the Company and/or in connection with any corporate action by the shareholders of the Company, all of its respective shares of the Common Stock shall be voted by the Shareholder Representative in the manner and to the effect determined by said Shareholder Representative in his sole and absolute discretion. Accordingly, during the term of this Agreement, Shareholder shall not vote or attempt to vote any of its respective shares of the Common Stock, or otherwise exercise or attempt to exercise any voting or other approval rights of any of its respective shares of the Common Stock, and any such prohibited exercise by Shareholder of voting or approval rights shall be void and of no force or effect.

Voting of Common Stock. Each party shall, for itself and its Covered Entities: (a) during the term of this agreement, retain, and not in any way compromise or encumber, the right to vote any Common Stock beneficially owned by such party, as applicable; (b) take such commercially reasonable actions as may be required so that it may vote its Common Stock, and cause any person with whom it has shared voting power to vote such Common Stock in connection with any meeting of stockholders or action by written consent; and (c) on the Meeting Date, (x) attend the 2016 Meeting in person or by proxy such that all Common Stock held by such party and its Covered Entities are represented at such meeting, (y) at the 2016 Meeting, vote such Common Stock in person or by proxy in favor of the persons nominated by one or more affiliates of Eminence or Sachem Head to the Board of Directors of the Company (the “Actions”), and in favor of any ancillary or 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), and (z) at the 2016 Meeting, not vote any such Common Stock other than as provided in clause (y) above.

Voting of Common Stock. UHC acknowledges and agrees that for so long as the outstanding shares of Common Stock (including the Shares and any outstanding Restricted Shares and Vested Shares, as such terms are defined in that certain Amendment to Amended and Restated Common Stock and Warrant Agreement, dated as of January 25, 2001, by and between the Company and UHC) beneficially owned by UHC and its "affiliates" (which for purposes of this Agreement (other than Section 3.12) shall have the meaning given such term in Rule 144(a)(1) promulgated under the 0000 Xxx) exceeds 9% of the then outstanding Common Stock of the Company, the Shares shall be considered Excess Shares (as such term is defined in Section 6.1 of that certain Amended and Restated Common Stock and Warrant Agreement, dated as of March 30, 2000, by and between the Company and UHC (the "COMMON STOCK AND WARRANT AGREEMENT")) and shall be subject to the restriction set forth in Section 6.1 of the Common Stock and Warrant Agreement.

Voting of Common Stock. The Xxxxx Parties agree that at each meeting of stockholders of the Company and in any action by written consent of the stockholders of the Company, the Xxxxx Parties shall vote or execute consents in respect of, or cause to be voted or cause consents to be executed in respect of, all of the shares of Common Stock, or any other voting securities of the Company beneficially owned by the Xxxxx Parties or their affiliates or associates as follows: (a) all shares of Common Stock beneficially owned by the Xxxxx Parties or their affiliates or associates and acquired on or after the date of this Agreement shall be voted, at their option, either (i) in accordance with the recommendation of the Board of Directors of the Company or (ii) pro rata in the same manner and proportion that votes (or consents, as the case may be) of the stockholders of the Company (other than the Xxxxx Parties) have been cast; and (b) after the earlier of (A) Xx. Xxxxx'x death or incapacity or (B) the date Xx. Xxxxx ceases to be a trustee and beneficiary of the Trust, the Xxxxx Parties shall vote or cause all shares of Common Stock beneficially owned by the Xxxxx Parties or their affiliates or associates (whether acquired before, on or after the date hereof) to be voted, at their option, either (i) in accordance with the recommendation of the Board of Directors of the Company, or (ii) pro rata in the same manner and proportion that votes (or consents, as the case may be) of the stockholders of the Company (other than the Xxxxx Parties) have been cast. The Xxxxx Parties will ensure that they and their affiliates or associates are present, in person or by proxy, at all meetings of stockholders of the Company so that all voting securities beneficially owned by the Xxxxx Parties or their affiliates or associates shall be counted for purposes of determining the presence of a quorum at such meeting.