Voting Percentage. 5 ii. Total Common Votes ................................... 6 iii. Total Conversion Share Common Votes .................. 6 b.

Voting Percentage. Voting Percentage" shall mean a fraction, the numerator of which is the sum of (a) the number of Issued Conversion Shares outstanding on such record date (after giving effect to proportionate adjustments for stock splits, subdivisions and the like) plus (b) the number of shares of Common Stock into which the shares of Series B Preferred Stock could be converted on such record date, and the denominator of which is the sum of (a) the number of shares of Common Stock (including Issued Conversion Shares) outstanding on such record date plus (b) the number of shares of Common Stock into which the shares of Series B Preferred Stock could be converted on such record date plus (c) the number of shares of Common Stock issuable upon the conversion or exchange of all securities convertible into or exchangeable for shares of Common Stock (other than Series B Preferred Stock) and upon the exercise of all options, rights or warrants to purchase shares of Common Stock outstanding on such record date (the "Voting Percentage Denominator"); provided, however, that if on such record date the Voting Percentage Denominator is less than 18,826,634 (as adjusted for stock splits, subdivisions and the like), the Voting Percentage shall be calculated using a Voting Percentage Denominator equal to (1) the sum of (x) 18,826,634 (as adjusted for stock splits, subdivisions and the like) plus (y) the number of shares of Common Stock issued after the date hereof, if any, plus (z) the number of shares of Common Stock issuable upon the conversion or exchange of all securities convertible into or exchangeable for shares of Common Stock issued after the date hereof, if any, and upon the exercise of all options, rights or warrants to purchase shares of Common Stock issued after the date hereof, if any, minus (2) the sum of (w) the number of outstanding shares of Common Stock repurchased or redeemed by the Company after the date hereof, if any, plus (x) the number of shares of Common Stock issuable upon the exercise of any of the common stock purchase warrants issued in connection with the issuance of the 9.0% Cumulative Nonconvertible Preferred Stock of the Company that have expired or have been cancelled or repurchased by the Company after the date hereof, if any, plus (y) the number of shares of Common Stock issuable upon conversion or exchange of any securities convertible or exchangeable for shares of Common Stock issued after the date hereof that have expired or have been cancelled or re...

Voting Percentage. Each Manager shall have a voting percentage on the Board that is equal to (i) in the case of matters relating to the Class A Business, the Class A Membership Percentage of the Member appointing such Manager, (ii) in the case of matters relating to the Class B Business, the Class B Membership Percentage of the Member appointing such Manager, and (iii) in the case of or matters relating to the Company as a whole but not to the Business of either Class specifically, the Combined Membership Percentage of the Member appointing such Manager (in each case, such Manager’s “Voting Percentage”). Except as specified in Section 5.1(d), all decisions of the Board of Managers shall require the affirmative vote or written consent of Managers having a majority of the relevant Voting Percentages.

Voting Percentage. Voting Percentage" means, at any time, the fraction, expressed as a percentage and rounded to the nearest thousandth of a percent, whose numerator is the number of votes entitled to be cast with respect to all of the outstanding shares of TODCO Voting Stock owned by the Transocean Group and whose denominator is the number of votes entitled to be cast with respect to all of the outstanding shares of TODCO Voting Stock; provided, however, that any shares of such TODCO Voting Stock issued by TODCO in violation of its obligations under Section 5.6 of this Agreement shall not be deemed outstanding for the purpose of determining the Voting Percentage.

Voting Percentage. The parties agree that the Voting Agreement Shares shall not exceed 19.99% (the “Share Percentage Limit”) of the issued and outstanding voting common stock of Company (“Voting Agreement Percentage”). If for any reason during the Term it is determined that the Voting Agreement Percentage exceeds the Share Percentage Limit, a sufficient number of Shares included in Voting Agreement Shares shall be immediately released on a pro rata basis among the Holders in an amount necessary to reduce the Voting Agreement Shares to be equal to or less than the Share Percentage Limit. Parent shall have no rights, and nothing in this Agreement is intended to convey any rights, with respect to any Shares other than the Voting Agreement Shares.

Related to Voting Percentage

Original Class A Percentage The Original Class A Percentage is 96.79331905%.
Original Subordinated Percentage The Original Subordinated Percentage is 3.20668095%.
Applicable Percentage Except as provided otherwise in the next sentence, the term "Applicable Percentage" shall mean: (i) 0% during the one-year period commencing on the Closing Date (ii) 20% during the one-year period commencing on the first anniversary of the Closing Date; (iii) 40% during the one-year period commencing on the second anniversary of the Closing Date; (iv) 60% during the one-year period commencing on the third anniversary of the Closing Date; (v) 80% during the one-year period commencing on the fourth anniversary of the Closing Date; and (vi) 100% on and after the fifth anniversary of the Closing Date. Notwithstanding the foregoing, (A) immediately prior to and after the occurrence of a Sale of the Company, such Applicable Percentage shall mean 100%, and (B) in the case of a termination of employment described in Section 7.2(a)(iii)(B), such Applicable Percentage in clauses (i), (ii) and (iii) shall be 0%, and in clauses (iv) and (v) and (vi) shall be 40%, 75% and 100%, respectively.
Commitment Percentage With respect to each Lender, the percentage set forth on Schedule 1.1 hereto as such Lender’s percentage of the aggregate Commitments of all of the Lenders, as the same may be changed from time to time in accordance with the terms of this Agreement.
Maximum Percentage A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or Continental Stock Transfer & Trust Company, as transfer agent (in such capacity, the “Transfer Agent”), setting forth the number of Ordinary Shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Ordinary Shares then outstanding. In any case, the number of issued and outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of issued and outstanding Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.
Calculation of Number and Percentage of Beneficial Ownership of Outstanding Voting Shares For purposes of this Agreement, the percentage of Voting Shares Beneficially Owned by any Person, shall be and be deemed to be the product (expressed as a percentage) determined by the formula: 100 x A/B where:
Percentage Interest Ownership of the Company shall be divided into, represented by, and each Member’s Percentage Interest shall be expressed in Units of the Company. The name, address, Units and Percentage Interest of each Member are set forth on Exhibit “A” attached hereto, which may be amended from time to time as necessary to reflect changes in the Percentage Interests and Units held by the Members.
Pro Rata Share A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) then outstanding immediately prior to the issuance of New Securities giving rise to the Right of Participation.
Percentage Interests If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.6, the Profits and Losses for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the adjustment occurs and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate Profits and Losses for the taxable year in which the adjustment occurs. The allocation of Profits and Losses for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of Profits and Losses for the later part shall be based on the adjusted Percentage Interests.
Aggregate Net Assets For each Lifecycle Portfolio, Aggregate Net Assets include the net assets of all the JHF II Lifecycle Portfolios and the net assets of all the JHT Lifecycle Trusts. The JHT Lifecycle Trusts are: the Lifecycle 2010 Trust, Lifecycle 2015 Trust, Lifecycle 2020 Trust, Lifecycle 2025 Trust, Lifecycle 2030 Trust, Lifecycle 2035 Trust, Lifecycle 2040 Trust, Lifecycle 2045 Trust and Lifecycle 2050 Trust. Lifestyle Portfolios Rates Applied to Aggregate Net Assets of the Fund of Funds (1) Fund of Funds Affiliated Fund Assets Other Assets First $7.5 billion Excess Over $7.5 billion First $7.5 billion Excess Over $7.5 billion Each Lifestyle Portfolio 0.050% 0.040% 0.500% 0.490%

Voting Percentage Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Related to Voting Percentage