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Voting Percentages Sample Clauses

Voting Percentages. (i) Except as provided in Section 3.4(h), the Management Committee shall vote on decision items only upon the establishment of a quorum, which shall equal at least fifty- one (51) percent of the Committee Representatives or their designated alternates. Once a quorum has been established, the approval of any decision item other than those indicated in clause (ii) of this Section shall require the affirmative vote of eighty (80) percent or greater of the Committee Representatives present in person or by conference telephone. (ii) Management Committee approval of (A) election of the Chairperson, (B) appointment of the Billing Agent, or (C) termination or modification of this Agreement, shall require the affirmative vote of eighty (80) percent or greater of all Committee Representatives.
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Voting Percentages. 4.4.2.1 Except as provided in Section 4.4.2.2, the STP Management Committee shall vote on decision items only upon the establishment of a quorum, which shall equal 50% + 1 of the Parties. Once a quorum has been established, the approval of any decision item that falls within this Section 4.4.2.1 shall require the affirmative vote of 80% or more of the Committee Representatives present in person or by conference telephone. 4.4.2.2 STP Management Committee approval of (i) the annual scope of work for the services to be provided to SWAT, CCPG and other relevant STP efforts in the WestConnect Footprint, (ii) adoption of a new or revised budget developed pursuant to Section 6.2, (iii) election of the Chairman, (iv) contracts for project management, technical writing, transmission planning and secretarial/communications services as described in Section 3, (v) appointment of agents pursuant to Section 4.3.3, or (vi) termination of this STP Project Agreement, shall require the affirmative vote of 80% or more of all STP Management Committee Representatives.
Voting Percentages. Whenever any provision in this Agreement provides for a specified percentage of Voting Shares to authorize or approve any action, such percentage shall be calculated as if all Warrants had been exercised and all shares convertible into Voting Shares had been converted. In addition, each member of the RFE Group hereby grants to Bulldog the right to vote 29.1667% of the Series B Preferred Shares and/or Class C Common Shares held by it as if it were the record and beneficial owner thereof; provided, however, that the rights granted to Bulldog under this sub-paragraph (i) shall not affect the calculation of the number of Voting Shares owned by any member of the RFE Group for purposes of any other provision of this Agreement; and provided, further, that if Bulldog distributes the Series B Preferred Shares or Class C Common Shares owned by it, the voting rights granted in this sub-paragraph (i) shall cease to apply.
Voting Percentages. In determining whether a required percentage or amount of Registrable Securities has been met under this Agreement, the amount required shall be calculated on the basis of the aggregate value of outstanding Registrable Securities. For purposes of this Agreement, the value of each Conversion Share shall be the average closing market price per share of the Common Stock on the thirty (30) most recent Trading Days prior to the valuation date.
Voting Percentages. 35 Exhibit A Schedule of Stockholders Exhibit B Registration Rights STOCKHOLDERS' AGREEMENT THIS STOCKHOLDERS' AGREEMENT dated as of December 21, 1995, by and among GMH Holdings, Inc., a Delaware corporation (the "Company"), and each other party executing this Agreement or a counterpart hereof (hereinafter referred to collectively as "Stockholders" and individually as a "Stockholder").
Voting Percentages. (i) Following the initial distribution of shares of Class B Common Stock so that the number of outstanding shares exceeds 360,000 shares (the “Distribution”) until the total number of shares of Class B Common Stock thereafter outstanding shall first fall below 360,000 shares (the “Initial Trigger Event”), the Class A Percentage shall be 22% and the Class B Percentage shall be 78%. (ii) From and after the occurrence of an Initial Trigger Event but prior to a Final Trigger Event, the Class A Percentage shall be increased based on the number of shares of Class B Common Stock then issued and outstanding as follows: (A) if, on the record date for any matter to be voted upon, or consented to, by the holders of Common Stock as provided in clauses (a) and (b) above, the number of outstanding shares of Class B Common Stock is less than 360,000 shares but greater than 280,000 shares, then the Class A Percentage shall thereafter be equal to 40% and the Class B Percentage shall be 60%; and (B) if, on the record date for any matter to be voted upon, or consented to, by the holders of Common Stock as provided in clauses (a) and (b) above, the number of outstanding shares of Class B Common Stock is less than 280,000 shares but greater than 100,000 shares, then the Class A Percentage shall thereafter be equal to 53% and the Class B Percentage shall be 47%. (iii) Notwithstanding the foregoing nor anything else herein to the contrary, until the occurrence of a Final Trigger Event: (A) at no time shall the Class A Percentage be reduced or the Class B Percentage be increased as a result of a change in the number of shares of Class B Common Stock outstanding other than through the operation of subparagraph (f) below; and (B) the Class A Percentage shall never be greater than 53% and the Class B Percentage shall never be less than 47%.
Voting Percentages. Notwithstanding any provisions in this Agreement to the contrary, the Parties agree that for the purposes of voting any matter for which approval of the Parties is required under this Agreement, each of the Parties shall have the following Voting Percentage: 140 Belle Xxxx LLC 60.00% Xxxx-Xxxxxxx Holdings, Inc. 40,00% TOTAL 100.00% The Parties further agree that if and to the extent any adjustment is made in the Ownership Interest of a Party in the Premises or his LLC pursuant to the provisions of this Agreement, the Voting Percentage of the Parties shall be adjusted accordingly.
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Related to Voting Percentages

  • Original Class A Percentage The Original Class A Percentage is 96.09547893%

  • 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.

  • 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: A = the number of votes for the election of all directors generally attaching to the Voting Shares Beneficially Owned by such Person; and B = the number of votes for the election of all directors generally attaching to all outstanding Voting Shares. Where any Person is deemed to Beneficially Own unissued Voting Shares, such Voting Shares shall be deemed to be outstanding for the purpose of calculating the percentage of Voting Shares Beneficially Owned by such Person.

  • PERCENTAGE GOAL The goal for Historically Underutilized Business (HUB) participation in the work to be performed under this contract is 23.7 % of the contract amount.

  • 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.

  • 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.

  • Original Subordinated Percentage The Original Subordinated Percentage is 4.07783388%.

  • Voting Rights; Distributions; etc (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral Agent: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

  • Commitments and Applicable Percentages 5.01 Loan Parties Organizational Information 5.08(b)(1) Owned Real Estate 5.08(b)(2) Leased Real Estate 5.10 Insurance 5.13 Subsidiaries; Other Equity Investments

  • Aggregate Net Assets For each Retirement Distribution Portfolio, Aggregate Net Assets include the net assets of all the JHF II Retirement Distribution Portfolios.

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