Voting of Warrant Shares. Notwithstanding anything in this Agreement to the contrary, the Investor shall not exercise any voting rights with respect to the Warrant Shares.
Voting of Warrant Shares. Notwithstanding anything in this Agreement to the contrary, Treasury shall not exercise any voting rights with respect to the Warrant Shares.
Voting of Warrant Shares. Notwithstanding anything in this Agreement to the contrary, the Lender shall not exercise any voting rights with respect to the Warrant Shares.
Voting of Warrant Shares. 12 Section 3.10. Restriction on Dividends and Repurchases 12
Voting of Warrant Shares. For so long as Ford or any of its Affiliates holds any Warrant Shares, it hereby unconditionally and irrevocably agrees that at any meeting of the stockholders of the Company however called (or any action by written consent in lieu of a meeting) or any adjournment thereof, Ford shall vote all Warrant Shares at such time beneficially owned by Ford or any of its Affiliates (or cause them to be voted) or (as appropriate) execute written consents in respect thereof, in the same proportions (as between votes "for", "against" or to "abstain" on each respective matter) as the shares of Common Stock voted by all holders of Common Stock, other than Ford and its subsidiaries, with respect to each respective matter to be voted upon by holders of Common Stock (or for which such consent is sought). Any vote required pursuant to the preceding sentence shall be cast (or consent shall be given) by Ford and its Affiliates in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). The Company shall establish procedures to allow Ford to vote its Warrant Shares in accordance with this Section 3.01. This Section 3.01 shall be inoperative and of no force or effect if Ford and its Affiliates shall acquire more than 50% of the outstanding Common Stock of the Company without violation of this Agreement.
Voting of Warrant Shares. Each Holder hereby grants to Dancing Bear an irrevocable proxy to vote all Warrant Shares for which any Warrants held by them have been exercised, with full power of substitution, in Dancing Bear's full discretion. Each Holder acknowledges that this proxy is coupled with an interest and agrees not to give any other proxy or proxies in derogation of this proxy as long as this Agreement is in force. Such proxy shall remain in effect with respect to each Warrant or Warrant Share held by a Holder until such time as a Holder has Transferred such Warrant or Warrant Share pursuant to Section 7 hereof to a third party (other than a Permitted Transferee).
Voting of Warrant Shares. Chemed, the Investor and Vitas acknowledge that, immediately prior to the consummation of the Recapitalization, the Existing Warrants (which entitle the Investor to purchase up to 4,158,243 shares of Common Stock in the aggregate), represent approximately 21% of the total number of shares of Common Stock and common stock equivalents of Vitas then outstanding. As long as this Agreement is in effect, Chemed and the Investor covenant and agree as follows:
(a) With respect to any and all Investor Voting Shares (as defined below) held by Chemed or the Investor, as to each matter to be voted on by holders of voting stock as to which Chemed and/or the Investor are entitled to vote the Investor Voting Shares, Chemed and the Investor shall vote all Excess Shares (as defined below), or shall direct or cause the voting thereof, for, against or as an abstention on each matter voted on by holders of voting stock of Vitas entitled to vote thereon in the same proportion as the voting stock of Vitas owned by all other holders of voting stock of Vitas entitled to vote thereon (excluding all Investor Voting Shares) are voted or abstained from voting with respect to each such matter.
(b) Chemed and/or the Investor shall appear in person or by proxy at any annual or special meeting of stockholders of Vitas called for the purpose of voting and shall vote all of the Excess Shares in accordance with the provisions of this Agreement (including, but not limited to, this Section 11 and Section 1(d) hereof). Each of Chemed and the Investor hereby irrevocably appoints Vitas and its successors and assigns its true and lawful agent, proxy and attorney-in-fact, with full power and authority in its name, place and stead, to vote or abstain from voting the Excess Shares in accordance with the provisions of this Agreement, such appointment to be in effect from and after the date hereof and from time to time at any time Chemed and/or the Investor, as the case may be, fails to vote or fails to abstain from voting the Excess Shares in accordance with the provisions of this Section 11. The foregoing power is a power coupled with an interest. Chemed and the Investor hereby agree that the Company is authorized to refuse to accept any proxy or ballot given by or on behalf of Chemed and/or the Investor that is inconsistent with the provisions of this Agreement and the intent of the parties hereunder and is further authorized to substitute for any proxy or ballot so given the proxy of the Company i...
Voting of Warrant Shares. 12 Section 3.10.
Voting of Warrant Shares. 18 ARTICLE 4 STANDSTILL Section 4.01. Standstill................................................. 19
Voting of Warrant Shares. The Warrant Shares issuable hereunder may not be voted on the three proposals set forth in Section 4(j) of the Agency Agreement. The Company may place a legend on the certificates representing the Warrant Shares for this purpose. DATED: , 2001 INTRAWARE, INC. By: Name: Title:
1. The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases of the number of shares of Common Stock of Intraware, Inc., purchasable with this Warrant, and herewith makes payment therefor, all at the price and on the terms and conditions specified in this Warrant.
2. The undersigned elects to exercise the within Warrant on a cashless basis pursuant to the provisions of the Warrant by checking below: check if cashless exercise; or
3. The undersigned encloses herewith a bank draft, certified check or money order payable to the Company in payment of the exercise price determined under, and on the terms specified in, the Warrant.
