Voting on Certain Matters. (a) In the event that Section 2.03 of the Governance Agreement is applicable, in connection with any vote or action by written consent of the stockholders of the Company relating to any matter that constitutes a Contingent Matter, Liberty and Xxxxxx agree (and each agrees to cause each member of its Stockholder Group, if applicable), with respect to any Common Shares with respect to which it or he has the power to vote (whether by proxy or otherwise), (x) to vote against (and not act by written consent to approve) such Contingent Matter unless Liberty and Xxxxxx (or, if either such Stockholder’s consent is no longer required pursuant to the Governance Agreement, the Stockholder whose consent is then required) have consented to such Contingent Matter in accordance with the provisions of the Governance Agreement and (y) to take or cause to be taken all other reasonable actions required, to the extent permitted by law, to prevent the taking of any action by the Company with respect to a Contingent Matter without the consent of Liberty and/or Xxxxxx (as applicable).
Voting on Certain Matters. 10 SECTION 3.2 Restrictions on Other Agreements.............................11 SECTION 3.3 Irrevocable Proxy of Universal...............................12 SECTION 3.4 Irrevocable Proxy of Liberty.................................12 SECTION 3.5 Cooperation..................................................13 TRANSFER OF COMMON SHARES
SECTION 4.1 Restrictions on Transfer by Liberty and Diller...............13
Voting on Certain Matters. (a) In the event that Section 2.03 of the Governance Agreement is applicable, in connection with any vote or action by written consent of the stockholders of the Company relating to any matter that constitutes a Contingent Matter, Liberty and Xxxxxx agree (and each agrees to cause each member of its Stockholder Group, if applicable), with respect to any Common Shares with respect to which it or he has the power to vote (whether by proxy, the ownership of voting securities of a BDTV Entity or otherwise) (including all Common Shares held by any BDTV Entity), (x) to vote against (and not act by written consent to approve) such Contingent Matter (including causing each BDTV Entity to vote all Common Shares held by it against approval of such Contingent Matter and not executing any written consents with respect to such Common Shares held by any BDTV Entity) unless Liberty and Xxxxxx (or, if either such Stockholder’s consent is no longer required pursuant to the Governance Agreement, the Stockholder whose consent is then required) have consented to such Contingent Matter in accordance with the provisions of the Governance Agreement and (y) to take or cause to be taken all other reasonable actions required, to the extent permitted by law, to prevent the taking of any action by the Company with respect to a Contingent Matter without the consent of Liberty and/or Xxxxxx (as applicable).
(b) Each Stockholder agrees to vote (and cause each member of its or his Stockholder Group to vote, if applicable), or act by written consent with respect to, any Common Shares with respect to which it or he has the power to vote (whether by proxy, the ownership of voting securities of a BDTV Entity or otherwise) (including all Common Shares held by any BDTV Entity) in favor of each of the Director designees of Liberty which Liberty has a right to designate pursuant to the Governance Agreement.
(c) Upon the written request of Liberty, Xxxxxx, in his capacity as a stockholder only, agrees to vote (and cause each member of the Xxxxxx Stockholder Group to vote, if applicable), or act by written consent, with respect to any Common Shares with respect to which it or he has the power to vote (whether by proxy, the ownership of voting securities of a BDTV Entity or otherwise) (including all shares held by any BDTV Entity) and otherwise take or cause to be taken all actions necessary to remove any Director designated by Liberty and to elect any replacement Director designated by Liberty as ...
Voting on Certain Matters. Each of Liberty and A/N agrees to vote or act by written consent with respect to all Common Shares with respect to which it has the power to vote (whether by proxy or otherwise) in accordance with Section 3.2(h) of the Stockholders Agreement.
Voting on Certain Matters. Subject to Sections 2(a)(ii) and 2(d), in the event that any of the matters specified in clauses (i) through (iv) below is presented to the stockholders of Splitco for approval or the stockholders of Splitco propose to act by written consent on any such matter, Xxxxxx (on behalf of the Xxxxxx Group) and Xxxxxx will seek to agree upon how the Covered Shares will be voted on such matter. If Xxxxxx and Xxxxxx reach an agreement as to how the Covered Shares are to be voted on such matter, Xxxxxx will vote the Covered Shares entitled to vote thereon as so agreed. In the event Xxxxxx and Xxxxxx do not agree on how the Covered Shares are to be voted on such matter, Xxxxxx will be required to vote and will vote all Covered Shares entitled to vote thereon against such proposal. The foregoing provisions will be applicable to the following matters:
(i) any recapitalization, reclassification or other change in the capital structure of Splitco or the voluntary commencement of any liquidation, dissolution or winding up of Splitco;
(ii) any merger or other business combination involving Splitco or its Subsidiaries or any sale of all or substantially all of Splitco’s assets;
(iii) the creation of any new class or series of Splitco Capital Stock or the issuance (other than pursuant to options, warrants or other rights to acquire shares of Splitco Series A Stock or Splitco Series B Stock outstanding immediately following the Effective Time) of Splitco Common Stock (including to the extent required for NASDAQ purposes); and
(iv) any amendment of the Certificate or Splitco’s bylaws.
Voting on Certain Matters. The Members shall cooperate in good faith, and shall provide all Voting Support necessary, such that:
(a) The board of directors of SXE GP (the “SXE GP Board”) shall be composed of seven (7) directors. The initial directors to serve on the SXE GP Board are set forth on Exhibit C. So long as (i) EIG is a Designating Party, EIG shall have the right to designate two (2) directors to serve on the SXE GP Board (one (1) of whom must be an Independent Director), (ii) Tailwater is a Designating Party, Tailwater shall have the right to designate two (2) directors to serve on the SXE GP Board (one (1) of whom must be an Independent Director), and (iii) the Lenders are a Designating Party, the Lender Majority shall have the right to designate two (2) directors to serve on the SXE GP Board (one (1) of whom must be an Independent Director); provided, however, an Independent Director designated by a Designating Party may be removed at any time by the Designating Party that designated such Independent Director or upon the vote or consent of a majority of the SXE GP Board; provided, further, however, that the Designating Party that designated such removed Independent Director shall have the right to designate an Independent Director to replace the removed Independent Director. The seventh member of the SXE GP Board shall be determined by a vote or consent of a majority of the Independent Directors on the SXE GP Board, provided that solely for the purposes of such vote, the votes of the Independent Director(s) from a single Designating Party shall collectively count as one vote. There shall always be at least three Independent Directors on SXE GP Board and if a Designating Party has forfeited its right to designate directors to serve on the SXE GP Board, the remaining Designating Party(ies) shall determine such forfeited directors, and if the Designating Parties cannot agree on such directors within fifteen (15) Business Days after the deemed resignation of such forfeited directors, the remaining members of the SXE GP Board, by majority vote or consent, shall determine such forfeited directors.
(b) The following actions of the Company, any Person in the Partnership Group or any of their respective Subsidiaries will require approval of a majority of all Directors entitled to vote and the approval of at least one Director designated by each Designating Party:
(i) approval by the Company (in its capacity as general partner of the Partnership) of any matter set forth in Sectio...
Voting on Certain Matters. (a) In the event that Section 2.03 of the Governance Agreement is applicable, in connection with any vote or action by written consent of the stockholders of the Company relating to any matter that constitutes a Contingent Matter, Liberty and Diller agree (and each agrees to cause each member of its Stockholder Gxxxx, if applicable), with respect to any Common Shares with respect to which it or he has the power to vote (whether by proxy, the ownership of voting securities of a BDTV Entity or otherwise) (including all Common Shares held by any BDTV Entity), (x) to vote against (and not act by written consent to approve) such Contingent Matter (including causing each BDTV Entity to vote all Common Shares held by it against approval of such Contingent Matter and not executing any written consents with respect to such Common Shares held by any BDTV Entity) unless Liberty and Diller (or, if either such Stockholder's consent is no longer required xxxxxxnt to the Governance Agreement, the Stockholder whose consent is then required) have consented to such Contingent Matter in accordance with the provisions of the Governance Agreement and (y) to take or cause to be taken all other reasonable actions required, to the extent permitted by law, to prevent the taking of any action by the Company with respect to a Contingent Matter without the consent of Liberty and/or Diller (as applicable).
Voting on Certain Matters. (a) In connection with any vote or action by written consent of the Board relating to a Merger, Dissolution or Certificate Amendment or the amendment or repeal of any provision of, or the addition of any provision to, the Bylaws (a "Bylaw Amendment"), each Stockholder agrees to use its best efforts to cause the Director(s) designated by such Stockholder, to vote against (and not consent to) such Merger, Dissolution, Certificate Amendment or Bylaw Amendment at the request of SPE or USI, provided, that at the time SPE or USI delivers such request its Applicable Percentage exceeds the Minimum Percentage.
(b) In connection with any vote or action by written consent of the stockholders of the Company relating to a Merger, Dissolution, Certificate Amendment or Bylaw Amendment, each Stockholder agrees (and agrees to cause each of its Affiliates, if applicable), with respect to any Voting Shares beneficially owned by it, to vote against (and not consent to) such Merger, Dissolution, Certificate Amendment or Bylaw Amendment at the request of SPE or USI (which, in the case of a vote at a meeting of stockholders, shall be delivered to such Stockholder no later than fifteen Business Days prior to the applicable meeting), provided, that at the time SPE or USI delivers such request its Applicable Percentage exceeds the Minimum Percentage.
Voting on Certain Matters. 20 SECTION 2.5 Irrevocable Proxy ........................................... 20 SECTION 2.6
Voting on Certain Matters. Whenever from time to time the Company shall propose that, in accordance with Section 8 of the Series A Certificate of Designations or the Series B Certificate of Designations, as the case may be, the Company shall amend the Series A Certificate of Designations or the Series B Certificate of Designations, as applicable, then, except to the extent set forth in Section 8(b) of the Series B Certificate of Designations, the Holders agree to vote their shares of Series A Preferred Stock and Series B Preferred Stock on such amendment only as provided in this Section 7. Prior to taking a vote of Holders of Series A Preferred Stock on the amendment of the Series A Certificate of Designations, the Company shall by written poll of the Holders of the outstanding shares of Series A Preferred Stock and the holders of outstanding shares of Common Stock determine whether such Holders and holders wish to have the outstanding shares of Series A Preferred Stock voted in favor of or against such amendment, or to abstain from voting thereon. If holders of a majority of the outstanding shares of Series A Preferred Stock and Common Stock (determined on an as converted to Common Stock basis) respond to such poll in favor of such amendment, then the Company shall so notify the Holders. Such notice shall state the aggregate number of shares of Series A Preferred Stock and Common Stock the holders of which responded to such poll in favor of such amendment. Prior to taking a vote of Holders of Series B Preferred Stock on the amendment of the Series B Certificate of Designations, the Company shall by written poll of the Holders of the outstanding shares of Series A Preferred Stock and Series B Preferred Stock and the holders of outstanding shares of Common Stock determine whether such Holders and holders wish to have the outstanding shares of Series B Preferred Stock voted in favor of or against such amendment, or to abstain from voting thereon. If holders of a majority of the outstanding shares of Series A Preferred Stock, Series B Preferred Stock and Common Stock (determined on an as converted to Common Stock basis) respond to such poll in favor of such amendment, then the Company shall so notify the Holders. Such notice shall state the aggregate number of shares of Series A Preferred Stock, Series B Preferred Stock and Common Stock the holders of which responded to such poll in favor of such amendment.
