Voting Restriction. If the Executive is elected as a director of the Company, the Executive shall refrain from voting, in his/her capacity of a director of the Company, on matters in relation to his/her employment or termination of his/her employment at meetings of the board of directors of the Company.
Voting Restriction. Each MSDW Investor hereby irrevocably agrees with the Company to vote all Common Shares and Series A Preferred Shares beneficially owned by the MSDW Investors in excess of 9.9% of the total voting power of the outstanding Common Shares and Series A Preferred Shares in proportion to all votes cast by the other holders of Common Shares and Series A Preferred Shares (as determined by the Company and excluding for these purposes all Common Shares and Series A Preferred Shares beneficially owned by the MSDW Investors).
Voting Restriction. The Purchaser hereby agrees not to vote any Underlying Shares held by it for or against the Stockholder Approval, whether at the Stockholder Meeting or at any subsequent meeting of the Company’s stockholders with respect to any vote relating to the Stockholder Approval.
Voting Restriction. During the Restricted Stock Period, Employee agrees to vote all shares of Common Stock that are subject to this Agreement at any meeting of the Company’s stockholders in the same proportions on each matter presented for a vote of the stockholders of the Company as the holders of Common Stock who are not affiliated with the Company vote on such matter. Employee will use reasonable efforts to assure that the shares of Common Stock that are subject to this Agreement are counted as present, in Person or by proxy, at each such meeting of the Company’s shareholders as is duly called and held during the Restricted Stock Period, and Employee will not vote, either in person or by proxy, or grant any other Person a proxy to vote, such shares of Common Stock as are subject to this Agreement in any other way during the Restricted Stock Period.
Voting Restriction. In connection with any service by the Executive as a member of the Board, the Executive agrees that he shall not be entitled to vote and shall not vote, and upon the request of the Chairman of the Board he shall remove himself from any Board discussions, on any matter involving a personal or professional conflict of interest for the Executive, including but not limited to any matter relating to (i) his compensation, employment, continued employment, or termination of employment; (ii) the existence or nonexistence of Cause for termination of his employment; (iii) the entitlement to or amount of any severance pay or benefits; (iv) the renewal or nonrenewal of this Agreement; or (v) his retention or removal as a member of the Board.
Voting Restriction. Until November 17, 2005, the Investor Members that received Voting Securities pursuant to the SPV Purchase Agreement shall not vote more than 90% of the voting power represented by the Voting Securities on any matter requiring a vote of the Common Shares.
Voting Restriction. Borrower covenants that, so long as the Term Loan remains outstanding, it will not vote any of its GED shares in favor of any financing transaction involving the issuance of GED shares at a price less than 25 xxxxx per share; provided that, this restriction shall not apply to (in each case referring to issuances of GED securities): (i) issuances of securities upon the exercise of options or warrants, (ii) issuances of stock bonuses or stock awards or under any plan to issue stock as compensation to employees, directors or consultants of GED or any Affiliate of GED, (iii) issuances of securities for non-cash consideration, (iv) issuances of securities upon the conversion of any other security, (v) issuances under a direct stock purchase plan, dividend reinvestment plan or similar plan, (vi) issuances of securities in a merger or acquisition, (vii) securities issued in connection with any stock split, stock dividend, recapitalization or similar event or (viii) any similar issuances of securities that are not made primarily for the purpose of raising additional capital.
Voting Restriction. Until the later to occur of June 30, 2008 and the end of the Restricted Stock Period, Employee agrees to vote all shares of Common Stock that are subject to this Agreement at any meeting of the Company’s stockholders in the same proportions on each matter presented for a vote of the stockholders of the Company as the holders of Common Stock who are not affiliated with the Company vote on such matter. Employee will use reasonable efforts to assure that the shares of Common Stock that are subject to this Agreement are counted as present, in Person or by proxy, at each such meeting of the Company’s shareholders as is duly called and held during the Restricted Stock Period, and Employee will not vote, either in person or by proxy, or grant any other Person a proxy to vote, such shares of Common Stock as are subject to this Agreement in any other way during the Restricted Stock Period.
Voting Restriction. Cisco and its affiliates shall in any vote of ------------------ shareholders of the Company pertaining to (i) an Acquisition Transaction, or (ii) an underwritten public offering of securities of the Company, in each case, whether accomplished through one or a series of related transactions (including, without limitation, amendment of the charter documents of the Company or a reincorporation of the Company for purposes of change of domicile in pursuance of any of the foregoing):
(a) In any class vote, vote any and all shares representing capital stock of such class of the Company owned by Cisco or its affiliates, whether acquired hereunder or through another transaction, in exactly the same proportion as all such other shares of such class are voted;
(b) In any series vote, wherein the matter being voted upon does not provide for the authorization or issuance of an equity security of the Company with a liquidation preference in excess of the purchase price therefor, a dividend preference in excess of ten percent (10%) of the liquidation preference therefor, or conversion or voting rights that are senior to those of the Shares, vote any and all shares representing capital stock of such series of the Company owned by Cisco or its affiliates, whether acquired hereunder or through another transaction, in exactly the same proportion as all other shares of Preferred Stock are voted; and
(c) In any vote of Preferred Stock together with the Common Stock, vote any and all shares representing capital stock of the Company owned by Cisco or its affiliates, whether acquired hereunder or through another transaction, in exactly the same proportion as all such other shares of capital stock are voted.
Voting Restriction. Subject to the last sentence of this Section 19, the shares of New Common Stock acquired by the Investors hereunder, as well as any other shares of New Common Stock 25