Voting of Voting Securities. (a) Subject to Section 2.7, at any general or class meeting of holders of Voting Securities, the Shareholders will be permitted to freely exercise, or abstain from exercising, the votes attaching to that number of Voting Securities beneficially owned by them equal to the excess (the "Excess Amount"), if any, of (i) 19.9% of the Total Voting Power on the date of such meeting over (ii) the aggregate number of votes which may be cast by the Related Parties in respect of Voting Securities at such date. To the extent that the Shareholders beneficially own Voting Securities representing more than the Excess Amount, the Shareholders shall vote such shares in accordance with the recommendation of the Board of the Company.
(b) Section 2.1(a) shall not prevent the Shareholders exercising any voting rights attaching to Preference Shares in accordance with the rights of those shares.
Voting of Voting Securities. Each Stockholder shall vote or direct the vote of all Shares of Voting Securities that are (a) acquired pursuant to the Merger, (b) acquired by a Stockholder pursuant to Section 1.1, (c) held in trusts, corporations or other entities formed as contemplated by Section 1.6 or (d) otherwise hereinafter acquired, with respect to which such Stockholder has the legal capacity to vote or to direct the vote of such Voting Securities, on each matter submitted to a vote of the stockholders of the Company, (x) in the same proportion as the votes cast by all holders of Voting Securities
Voting of Voting Securities. During the term of this Agreement,
(a) Warrant-Holder shall vote all Voting Securities owned by him or it or their affiliates on any matters proposed by the Board of Directors and presented to CIF's stockholders; provided, however, that Warrant-Holder shall not vote any Voting Securities owned by him or it or their respective affiliates in favor of nominees for directors of CIF if such nominees have not been nominated by the Board of Directors.
Voting of Voting Securities. The Apollo-Related Stockholders agree that, in connection with any matter in which the Apollo-Related Stockholders and their Affiliates have voting rights in their capacity as stockholders (and for the avoidance of doubt not as a holder of Convertible Notes), any Voting Securities held by the Apollo-Related Stockholders and each of their Affiliates shall be cast for, against or abstain in respect of any matter submitted to the holders of Voting Securities, at the election of Huntsman, either (a) in the same proportion as the votes cast for, against or abstain by all holders of Voting Securities (other than the Apollo- Related Stockholders) or (b) in the manner recommended by a majority of the Board of Directors. With respect to such voting matters, Huntsman shall provide adequate advance notice of its election hereunder and shall assist the Apollo-Related Stockholders in implementing such election.
Voting of Voting Securities. Each Stockholder shall vote or direct the vote of all Shares of Voting Securities that are (a) acquired pursuant to the Merger, (b) acquired by a Stockholder pursuant to Section 1.1, (c) held in trusts, corporations or other entities formed as contemplated by Section 1.6 or (d) otherwise hereinafter acquired, with respect to which such Stockholder has the legal capacity to vote or to direct the vote of such Voting Securities, on each matter submitted to a vote of the stockholders of the Company, (x) in the same proportion as the votes cast by all holders of Voting Securities other than the Stockholders and any affiliates and associates of the Company, with respect to such matter, or, (y) in the event of a proposed change of control transaction for the Company, in the manner recommended to the stockholders by the Board of Directors of the Company provided that the Board of Directors, prior to such recommendation, shall have received an opinion from a nationally recognized investment banking firm to the effect that the transaction or the consideration to be received by the unaffiliated holders of the Common Stock is fair from a financial point of view to such stockholders; provided, further, that in the absence of such opinion such Voting Securities shall be voted as provided in clause (x) of this Section 1.
Voting of Voting Securities. 3.4.1. Subject to this Section 3.4, the Investors’ Representative will have the sole and exclusive power to vote all Voting Securities of the Company held by the Investors at any shareholder meeting, adjournment, postponement or continuation thereof, or by written resolution or consent of shareholders of the Company.
3.4.2. Unless otherwise agreed by the Investors, the Investors’ Representative will vote or abstain from voting all Voting Securities of the Company at any annual or special meeting of the Company’s shareholders (and give its written consent in connection with any member action taken by written consent without a meeting of shareholders) as a single block (or abstain from voting in a single block, as applicable).
3.4.3. The Investors’ Representative shall not vote any Investor’s Voting Securities of the Company in any manner that would cause such Investor to be in breach of its obligations under Section 2.01(e), 2.01(f) or 2.01(h) of the Shareholder Agreement.
Voting of Voting Securities. Each of Gelxxxx xxd Wecxxxxx xxrees with the Company that he will, and will cause each Affiliate he controls to:
(i) be present, in person or by proxy, at all meetings of shareholders of the Company or any successor, so that all voting securities beneficially owned by him or any of his Affiliates may be counted for the purpose of determining the presence of a quorum at such meetings;
(ii) vote or cause to be voted at any meeting of shareholders of the Company or any successor any voting securities owned by him or any of his Affiliates in favor of each person nominated by the Board or any successor for election as a director of the Company or any successor; and
(iii) not to vote or cause to be voted at any meeting of shareholders of the Company or any successor any voting securities owned by him or any of his Affiliates in any way that is inconsistent with this Agreement.
Voting of Voting Securities. WP agrees with the Company and --------------------------- Messrs. Xxxxxxx and Wechsler that it will, and will cause each Affiliate it controls to:
(i) be present, in person or by proxy, at all meetings of shareholders of the Company or any successor, so that all voting securities beneficially owned by WP or any of its Affiliates may be counted for the purpose of determining the presence of a quorum at such meetings;
(ii) vote or cause to be voted at any meeting of shareholders of the Company or any successor any voting securities owned by WP or any of its Affiliates in favor of each person nominated by the Board or any successor for election as a director of the Company or any successor; and
(iii) not to vote or cause to be voted at any meeting of shareholders of the Company or any successor any voting securities owned by WP or any of its Affiliates in any way that is inconsistent with this Agreement or the 1999 Shareholders' Agreement.
Voting of Voting Securities. During the term of this Agreement,
(a) Shareholder shall vote all Voting Securities owned by him or his affiliates on any matters proposed by the Board of Directors and presented to CIF’s stockholders; provided, however, that Shareholder shall not vote any Voting Securities owned by him or it or their respective affiliates in favor of nominees for directors of CIF if such nominees have not been nominated by the Board of Directors.
(b) Shareholder and his or its affiliates shall cause their Voting Securities to be duly represented, in person or by proxy, at each meeting of stockholders of CIF duly called by the Board of Directors.
Voting of Voting Securities
