Voting Power of Common Stock. Other than as set forth in this paragraph (b) or in Article Fifth, holders of Common Stock of each class shall be entitled to one vote for each share of such stock held on any matter to be voted upon by the stockholders of the Corporation. Except as may otherwise be required by the laws of the State of Delaware or by the provisions of this Certificate, the holders of outstanding shares of Class A Common Stock, the holders of outstanding shares of Class B Common Stock and the holders of outstanding shares of Class C Common Stock shall vote together as one class with the holders of outstanding shares of each other class of Common Stock with respect to all matters to be voted on by the stockholders of the Corporation, and no separate vote or consent of the holders of shares of Class A Common Stock, the holders of shares of Class B Common Stock or the holders of shares of Class C Common Stock shall be required for the approval of any such matter. With respect to the election or removal of Class A Directors, the holders of shares of Class A Common Stock shall vote as a separate class and no vote of the holders of shares of Class B Common Stock or Class C Common Stock shall be required with respect thereto. With respect to the election or removal of Class B Directors, the holders of shares of Class B Common Stock shall vote as a separate class and no vote of the holders of Class A Common Stock or Class C Common Stock shall be required with respect thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Restructuring and Merger (Unitedglobalcom Inc), Agreement and Plan of Restructuring and Merger (Liberty Media Corp /De/)
Voting Power of Common Stock. Other than as set forth in this paragraph (b) or in Article Fifth, holders of Common Stock of each class shall be entitled to one vote for each share of such stock held on any matter to be voted upon by the stockholders of the Corporation. Except as may otherwise be required by the laws of the State of Delaware or by the provisions of this Certificate, the holders of outstanding shares of Class A Common Stock, the holders of outstanding shares of Class B Common Stock and the holders of outstanding shares of Class C Common Stock shall vote together as one class with the holders of outstanding shares of each other class of Common Stock with respect to all matters to be voted on by the stockholders of the Corporation, and no separate vote or consent of the holders of shares of Class A Common Stock, the holders of shares of Class B Common Stock or the holders of shares of Class C Common Stock shall be required for the approval of any such matter. With respect to the election or removal of Class A Directors, the holders of shares of Class A Common Stock shall vote as a separate class and no vote of the holders of shares of Class B Common Stock or Class C Common Stock shall be required with respect thereto. With respect to the election or removal of Class B Directors, the holders of shares of Class B Common Stock shall vote as a separate class and no vote of the holders of Class A Common Stock or Class C Common Stock shall be required with respect thereto. Except as may otherwise be required by the laws of the State of Delaware, the holders of shares of Class D Common Stock shall have no right to any vote of such shares on any matter whatsoever to be voted upon by the stockholders of the Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Restructuring and Merger (Liberty Media Corp /De/), Agreement and Plan of Restructuring and Merger (New Unitedglobalcom Inc)
Voting Power of Common Stock. Other than as set forth in this paragraph (b) or in Article Fifth, holders Holders of Class A Common Stock of each class shall be entitled to one vote for each share of such stock held, holders of Class B Common Stock shall be entitled to ten votes for each share of such stock held on any matter and holders of Class C Common Stock shall be entitled to be voted upon by the stockholders ten votes for each share of the Corporationsuch stock held. Except as may otherwise be required by the laws of the State of Delaware or Delaware, by the provisions of this CertificateCertificate or with respect to any Preferred Stock Designation, the holders of outstanding shares of Class A Common Stock, the holders of outstanding shares of Class B Common Stock and Stock, the holders of outstanding shares of Class C Common Stock shall vote together as one class with and the holders of outstanding shares of each other series of Preferred Stock entitled to vote thereon, if any, shall vote as one class of Common Stock with respect to all matters to be voted on by the stockholders of the Corporation, and no separate vote or consent of the holders of shares of Class A Common Stock, the holders of shares of Class B Common Stock or Stock, the holders of shares of Class C Common Stock or the holders of shares of any such series of Preferred Stock shall be required for the approval of any such matter. With respect to the election or removal of Regular Directors, (i) prior to the occurrence of a Class A DirectorsB Event, the holders of shares of Class A Common Stock shall vote as a separate class and no vote of Stock, the holders of shares of Class B Common Stock or and the holders of any series of Preferred Stock entitled to vote thereon shall vote together as a single class and no vote of the holders of Class C Common Stock shall be required with respect thereto and (ii) from and after the occurrence of a Class B Event, the holders of shares of Class A Common Stock, the holders of shares of Class B Common Stock, the holders of shares of Class C Common Stock and the holders of any series of Preferred Stock entitled to vote thereon shall vote together as a single class with respect thereto. With respect to the election or removal of Class B C Directors, the holders of the Class C Common Stock, for so long as any such shares of Class B Common Stock are outstanding, shall vote as a separate class and no vote of the holders of Class A Common Stock, Class B Common Stock or Class C Common any series of Preferred Stock shall be required with respect thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Restructuring and Merger (Unitedglobalcom Inc), Agreement and Plan of Restructuring and Merger (Liberty Media Corp /De/)