Voting Restrictions. The Investor shall not be subject to voting or other restrictions arising under any applicable "anti-takeover" laws, rules or regulations.
Voting Restrictions a. Stockholder understands and agrees that if Stockholder attempts to vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Liquidia shall not, and Stockholder hereby unconditionally and irrevocably instructs Liquidia to not, record such vote, in each case, unless and until Stockholder shall have complied with the terms of this Agreement.
b. Except as otherwise permitted by this Agreement, Stockholder will not commit any act that restricts Stockholder’s legal power, authority and right to vote all of the Shares or otherwise prevent or disable Stockholder from performing any of Stockholder’s obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement, Stockholder will not enter into any voting agreement with any person with respect to any of the Shares, grant any person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person limiting or affecting Stockholder’s legal power, authority or right to vote the Shares in accordance with this Agreement.
Voting Restrictions. (a) Xx. Xxxxx agrees to vote the shares of Common Stock or Class A Common Stock Beneficially Owned by him to effect the terms of Article II of this Agreement and on other matters to vote in a manner consistent with the terms of this Agreement.
(b) The Stockholders agree to vote any shares of Common Stock or Series B Preferred Beneficially Owned by the Stockholders to effect the terms of Article II of this Agreement and on other matters to vote in a manner consistent with the terms of this Agreement.
Voting Restrictions. In the event that the provisions of Section 4(a) are applicable, then the following provisions shall apply to the Purchaser:
(i) In the event that any action is submitted to the stockholders of TriPath for their approval, either for consideration at a meeting of the stockholders of TriPath or by written consent, the Purchaser hereby agrees to vote all shares of Common Stock issuable upon exercise of the Warrants (the "Restricted Shares") in the same manner (i.e. in favor of, against and abstentions with respect to) proportionately to all other shares of TriPath that are entitled to vote with respect to such matter. For example, if with respect to a particular matter, the other shares of TriPath Common Stock are voted 55% in favor of such matter, 40% against such matter and 5% abstentions, then the Purchaser shall vote all Restricted Shares in the same proportions.
(ii) The Purchaser hereby appoints each of the Directors of TriPath other than the Purchaser Representatives, acting severally, as its proxy, with full power of substitution, in the name, place and stead of the Purchaser to vote all Restricted Shares at any meeting of stockholders of TriPath (and at any adjournment or adjournments thereof) or with respect to any written consent of stockholders for purposes of voting such shares in the manner indicated in Section 10.4(i). The Purchaser agrees that the proxy granted by it in the preceding sentence is coupled with an interest and shall be irrevocable until expiration of this Agreement.
(iii) Notwithstanding anything else contained herein, the provisions of this Section 10.4 shall not bind any unaffiliated transferees of the Purchaser of any shares of TriPath capital stock.
Voting Restrictions. (a) From the Closing Date until the first date on which XM Ventures and the Significant Stockholders hold less than 15% of the then outstanding shares of AMSC Common Stock (the "Mirror Voting Period"), XM Ventures and each Significant Stockholder shall, with respect to any vote or consent by the holders of AMSC Common Stock on any matter, be present in person or represented by proxy at any meeting of the AMSC stockholders to consider such matter, and shall vote such shares of AMSC Common Stock held by them, or sign any such consent, in proportion to the votes or consents of all other AMSC stockholders voting on or consenting to such matter.
(b) Following the expiration of the Mirror Voting Period, XM Ventures and the Significant Stockholders shall vote the AMSC Common Stock held by XM Ventures and the Significant Stockholders, respectively, as each determines in its own discretion.
Voting Restrictions. Each of Thomson and Thomson-Reuters agree that it shall procure that no voting rights for the time being attaching to any shares in the other beneficially owned by it, or any of its Subsidiaries, are exercised on any resolution put to any shareholders meeting of the other.
Voting Restrictions. Section 3.01 Voting of Corner Store Common Stock. 23
Voting Restrictions. (a) Subject to Section 4(b), the Buyers will each consent to any amendment or waiver of their respective Transaction Documents if and only if a Majority of Buyers shall have agreed to identical amendments or waivers to their respective Transaction Documents; provided, however, that each Buyer shall have sole discretion to grant or withhold the waiver of any Non-General Default or Non-General Event of Default and to exercise remedies with respect thereto in accordance with the Repo Agreement to which it is party.
(b) Notwithstanding Section 4(a), no Buyer shall be required to enter into or consent to any amendment or waiver of any term of this Agreement. Notwithstanding Section 4(a), no Buyer shall be required to enter into any amendment or waiver of any Transaction Document that would have the effect of:
(i) reducing the Price Differential, the Repurchase Price of any Purchased Securities or the amount of any fees or indemnification under any Transaction Document payable in respect of any Transaction to which such Buyer is party or extending the time for payment of any such amounts;
(ii) making any payment under the Repo Agreement to which such Buyer is party payable in money other than that stated in such agreement; or
(iii) impairing the right of any Buyer to receive payment of Repurchase Price of and Price Differential on any Transaction to which such Buyer is party on or fees or indemnification thereunder on the due dates therefor or to institute a suit for the enforcement of any overdue payment on or with respect to the Transaction to which such Buyer is party.
(c) Each Buyer will each declare or refrain from declaring the acceleration of the Repurchase Date following an Event of Default of the Seller under the Repo Agreement to which such Buyer is party in accordance with the decision of a Majority of Buyers; provided, however, that if such an Event of Default is a Non-General Event of Default, it shall be within the sole discretion of such Buyer whether to declare or refrain from declaring such acceleration if and only if such Buyer is a Buyer or group of Buyers comprising Instructing Buyers.
(d) Each Buyer will give notice or refrain from the giving notice of a Material Affiliate Event under Section 5.3(a) of the Certificate, and will exercise or refrain from exercising, “Special Voting Rights” (as defined in the Certificate) following a Material Affiliate Event under the Certificate in accordance with the decision of a Majority of Buyers; provided...
Voting Restrictions. In accordance with the terms of existing obligations of the Company and Thermo, Thermo shall not exercise any right to vote the Shares in the election of directors of the Company as long as Thermo and its affiliates own 70% or more of the voting common stock of the Company.
Voting Restrictions. (a) During the Standstill Period (as defined in Article IV), the Stockholder shall, and shall cause its Affiliates to, (i) so long as the Board includes at least one Stockholder Director, vote all of their Company Common Stock in favor of nominees or Directors designated by the Board, or any committee thereof, not in violation of Article II and (ii) on votes relating to other matters, either, in Stockholder's sole discretion, (x) vote all of their shares of Company Common Stock as recommended by the Board or (y) in proportion to the votes cast with respect to the shares of Company Common Stock not owned by the Stockholder and its Affiliates.
(b) Notwithstanding Section 3.01(a) and except as provided in Section 4.04, the Stockholder and its Affiliates may, in connection with any required vote of the Company's stockholders, vote their shares of Company Common Stock at their discretion with respect to (i) any amendments to the Company's Restated Certificate of Incorporation, (ii) any recapitalization, restructuring or similar transaction or series of transactions involving the Company, (iii) any dissolution or complete or partial liquidation, or similar arrangement, of the Company, (iv) any merger, consolidation or other business combination of the Company, (v) any issuance of any shares of Company Common Stock, or (vi) any sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company to any Person, which, in the case of clause (ii), (iv) or (v), results in any one Person or Group of Persons becoming the beneficial owner, directly or indirectly, of more than 50% of the outstanding Company Common Stock or, in the case of clause (i), either results in any one Person or Group of Persons becoming the beneficial owner, directly or indirectly, of more than 50% of the outstanding Company Common Stock or, in any way, affects the Holders adversely in a manner different from the other holders of Company Common Stock.
